Common use of Subsidiary Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the Surviving Guarantor) another Person whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (2) the Subsidiary Guarantor or the Surviving Guarantor, as applicable, complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to the Trustee(ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor Default exists. In connection with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any a sale or conveyance other disposition of all of the property Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor as an entirety Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially as an entirety to all of the Company, another assets of such Subsidiary or Guarantor) will be released and relieved of any other Personobligations under its Guarantees.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the Surviving Guarantor) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) the Subsidiary Guarantor or the Surviving Guarantor, as applicable, complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (a) Except as set forth in Articles 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary Guarantor or shall prevent any sale, conveyance or other Persondisposition of all or substantially all the Properties of a Subsidiary Guarantor to the Company or another Subsidiary Guarantor. (b) Except as set forth in Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor) authorized to acquire and operate the same; provided that (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as an entirety a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants of Sections 4.01 through 4.19 hereof, and (iii) upon any such consolidation, merger, sale, conveyance or substantially as an entirety other disposition, such Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Article 10, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed, by supplemental indenture satisfactory in form to the CompanyTrustee, another executed and delivered to the Trustee, by such Person formed by such consolidation or into which such Subsidiary Guarantor shall have merged (if other than such Subsidiary Guarantor), or by the Person that shall have acquired such Property (except to the extent the following Section 10.03 would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor’s Subsidiary Guarantee). In the case of any such consolidation, merger, sale, conveyance or other disposition and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as the initial Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles Article 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the Surviving Guarantor) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Subsidiary Guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and (b) the Subsidiary Guarantor or the Surviving Guarantor, as applicable, complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of any such consolidationthis Section 10.03, merger, sale or conveyance involving no Subsidiary Guarantor (other than a Subsidiary Guarantor where the successor Person whose Guaranty is required to become a be released in accordance with this Indenture) may consolidate or merge with or into (whether or not such Subsidiary Guarantor upon is the assumption surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the successor Person, by obligations of such Subsidiary Guarantor under this Indenture and the Securities pursuant to a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to the Trustee(ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor Default exists. In connection with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger contemplated by this Section 10.03, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. This Section 10.03(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any a sale or conveyance other disposition of all of the property Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor as an entirety Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially as an entirety to all of the Company, another assets of such Subsidiary or Guarantor) will be automatically released and relieved of any other Personobligations under its Guarantees.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Subsidiary Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Subsidiary Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired or leased such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture and the Registration Rights Agreement. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05, a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless: (1) immediately after giving effect to such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Supplemental Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Subsidiary Guarantor, to the extent required, are applied in accordance with the provisions of Section 4.05 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of the Indenture. (b) In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and, if applicable, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of any Note Guarantee and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (a) Except as set forth in Articles 4 and 5 Article VII hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary Guarantor or shall prevent any sale, conveyance or other Persondisposition of all or substantially all the Properties of a Subsidiary Guarantor to the Company or another Subsidiary Guarantor. (b) Except as set forth in Article VII hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor) authorized to acquire and operate the same; provided, however, that (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as an entirety a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants of Sections 9.1 through 9.20 hereof, and (iii) upon any such consolidation, merger, sale, conveyance or substantially as an entirety other disposition, such Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Article XII, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed, by supplemental indenture satisfactory in form to the CompanyTrustee, another executed and delivered to the Trustee, by such Person formed by such consolidation or into which such Subsidiary Guarantor shall have merged (if other than such Subsidiary Guarantor), or by the Person that shall have acquired such Property (except to the extent the following Section 12.3 would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor’s Subsidiary Guarantee). In the case of any such consolidation, merger, sale, conveyance or other disposition and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as the initial Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale of assets or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. Upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee given by such Subsidiary Guarantor shall no longer have any force or effect. (b) Except as set forth in Article Four, Article Five hereof and Section 10.04(c), nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into other Persons other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) or shall prevent any sale of assets, or conveyance of the property, of a Subsidiary Guarantor as an entirety or substantially as an entirety, to Persons other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided, however, that, (i) immediately after such transaction, and giving effect thereto such transaction does not (a) violate any covenants set forth herein or (b) result in a Default or Event of Default under this Indenture that is continuing, and (ii) upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee set forth in this Article Ten, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving Person in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the Person that shall have acquired such assets or property. In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all ; provided, however, that solely for purposes of computing amounts described in subclause (iii) of the Subsidiary Guarantees to be endorsed upon all first paragraph of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.Section

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company, PK Domestic LLC or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Subsidiary Guarantor are assets that are Collateral under the Security Documents, such successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Issuer or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Subsidiary Guarantor are assets that are Collateral under the Security Documents, such successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture and the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the Security Documents. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder under this Indenture which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, (ii) immediately after such transaction, no Default or Event of Default exists, (iii) such Subsidiary Guarantor or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02 (a) will not prohibit a merger between Subsidiary Guarantee endorsed upon Guarantors or a merger between the Notes, such successor Person shall succeed to Company and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any . (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantees to be endorsed upon Guarantor or a sale or other disposition of all of the Notes issuable hereunder which theretofore shall not have been signed Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the Company event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and delivered to relieved of any obligations under its Guarantees; provided that in the Trustee. All event such sale or disposition constitutes an Asset Sale, the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired or leased such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture and the Registration Rights Agreement. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor (other than a Subsidiary Guarantor) unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture substantially in the form included in Exhibit F and otherwise reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Registration Rights Agreement; (b) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists; and (c) the Company would be permitted by virtue of the Company's Consolidated Fixed Charge Coverage Ratio, immediately after giving pro forma effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In The Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (a) immediately after giving effect to such transaction (and, in the case of clause (b)(i) below, treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption transaction as having been Incurred by the successor PersonSuccessor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (b) either: (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation limited partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee and Trustee, in form reasonably satisfactory in form to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; or (ii) such consolidation, merger, conveyance or transfer complies with Section 3.09; and (c) the Subsidiary Guarantee endorsed upon Company shall have delivered to the NotesTrustee an Officers’ Certificate and an Opinion of Counsel, each stating that such successor Person shall consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. In the case of clause (b)(i) above, the Successor Guarantor will succeed to to, and be substituted for the for, and may exercise every right and power of, such Subsidiary Guarantor with under the same effect as if it had been named herein as a Indenture, and the predecessor Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of Guarantor (except in the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger case of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance lease of the property of a Subsidiary Guarantor as an entirety all or substantially as an entirety all its assets) will be released from the obligation to pay the Company, another Subsidiary or any other Personprincipal of and interest on the Notes.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form (ii) immediately after such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee, Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantee endorsed upon Guarantors or a merger between the Notes, such successor Person shall succeed to Company and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any . (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantees to be endorsed upon Guarantor or a sale or other disposition of all of the Notes issuable hereunder which theretofore shall not have been signed Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the Company event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and delivered to relieved of any obligations under its Guarantees; provided that in the Trustee. All event such sale or disposition constitutes an Asset Sale, the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indentureindenture substantially in the form of Exhibit D hereto, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles Article 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as set forth in Article VII hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale, conveyance or other disposition of all or substantially all the Properties of a Subsidiary Guarantor to the Company or another Subsidiary Guarantor. (b) Except as set forth in Article VII hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or other disposition of all or substantially all the Properties of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same; provided, however, that (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants of Sections 9.1 through 9.7 hereof, and (iii) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance or other disposition, such Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Article XII, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in a merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by such Person formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the Person that shall have acquired such Property (except to the extent the following Section 12.3 would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor’s Subsidiary Guarantee). In the case of any such consolidation, merger, sale sale, conveyance or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor other disposition and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a the initial Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Subsidiary of Solera, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) subject to Section 10.05 hereof, the Subsidiary acquiring the property in any such sale or disposition or the Subsidiary formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee and this Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause 2 above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Issuer or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Issuer or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.04 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.04 hereof, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Indenture. Except as set forth in Articles 4 and 5 hereofof this Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation(a) Subject to Section 18.02(b), merger, sale or conveyance involving a no Subsidiary Guarantor where shall, and the successor Person is required to become a Company shall not permit any Subsidiary Guarantor upon to, consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to another Person, unless: (i) either (a) the assumption by resulting, surviving or transferee Person (the successor Person“Successor Subsidiary Guarantor”), if not the Subsidiary Guarantor, shall be a company, corporation, partnership or limited liability company or similar entity organized and existing under the laws of a Permitted Jurisdiction or the same jurisdiction as such Subsidiary Guarantor, and the Successor Subsidiary Guarantor (if not the Subsidiary Guarantor) shall expressly assume, by supplemental indentureindenture or other applicable documents or instruments all of the obligations of the Subsidiary Guarantor under the Notes, executed this Indenture and the Security Documents and the Subsidiary Guarantee, as applicable, or (b) such sale, conveyance, transfer, lease or disposition or consolidation, amalgamation or merger is not in violation of Section 4.12(c); and (ii) if pursuant to clause (i)(a) above, the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and reasonably satisfactory an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in form a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Permitted Jurisdiction so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with the Company or any Subsidiary Guarantor. (c) In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to the TrusteeCompany or any Subsidiary Guarantor. (d) Except as otherwise provided in this Indenture, of the Successor Subsidiary Guarantee endorsed upon the NotesGuarantor (if other than such Subsidiary Guarantor) will succeed to, such successor Person shall succeed to and be substituted for for, such Subsidiary Guarantor under this Indenture, the Notes and the Security Documents and the Subsidiary Guarantee, as applicable, and such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to will automatically be signed any or all of the Subsidiary Guarantees to be endorsed upon all of released and discharged from its obligations under this Indenture, the Notes issuable hereunder which theretofore shall not have been signed by and the Company Security Documents and delivered to the Trustee. All the its Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantee.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) the Subsidiary Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Subsidiary Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture shall prohibit a merger between a Subsidiary Guarantor and another Subsidiary Guarantor or a merger between a Subsidiary Guarantor and the Company. (b) Subject to Section 11.4 hereof, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless, subject to the provisions of the following paragraph, (i) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such Subsidiary Guarantor, or any Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) the Company would be permitted by virtue of its pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9. The requirements of clauses (iii) and (iv) of this paragraph will not apply in the case of a consolidation with or merger with or into any other Person if the acquisition of all of the Equity Interests in such Person would have complied with the provisions of Sections 4.7 and 4.9 hereof. (c) In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof EXHIBIT E hereto, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor; provided that, solely for purposes of computing Consolidated Net Income for purposes of clause (b) of the first paragraph of Section 4.7 hereof, the Consolidated Net Income of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 or Article Four or Article Five, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate, amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor, pursuant to a supplemental indenture, under the Notes, this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 10.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Article Four and 5 Article Five hereof, notwithstanding clauses (a) and (b) of paragraph (2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Subsidiary Guarantor with or into the Company Xxxxxxx or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Xxxxxxx or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.05, no Subsidiary Guarantor will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it unless: (1) it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of such Subsidiary Guarantor’s obligations under its Note Guarantee; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture comply with the applicable provisions of the Indenture, that all conditions precedent in the Indenture relating to such transaction have been satisfied and that such supplemental indenture is enforceable. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof Exhibit C hereto, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in and notwithstanding clauses (1), (2) and (3) above, the foregoing requirements of this Indenture or in any of the Notes Section 11.05 shall prevent any not apply to a consolidation or merger of a any Subsidiary Guarantor with or and into the Company or another Restricted Subsidiary or any other PersonSubsidiary Guarantor, so long as the Company or shall prevent any sale or conveyance of the property of a such Subsidiary Guarantor as an entirety survives such consolidation or substantially as an entirety to the Company, another Subsidiary or any other Personmerger.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired or leased such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture and the Registration Rights Agreement; and In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause 2 of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case No Subsidiary Guarantor (other than any Subsidiary Guarantor whose Subsidiary Guarantee is to be released in accordance with the terms of the Subsidiary Guarantee and this Indenture in connection with any transaction complying with Section 4.16 or the provisions relating to the release of a Subsidiary Guarantee under Section 4.14) will, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Subsidiary Guarantor unless: (1) the entity formed by or surviving any such consolidationconsolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, mergerlease, sale conveyance or conveyance involving other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture all of the obligations of the Subsidiary Guarantor on the Subsidiary Guarantee and (b) in the case where such consolidation or merger involved Laundry Corp. and Laundry Corp. was not the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Personsurviving entity, by supplemental indentureamendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee and reasonably satisfactory the Collateral Agent, all Obligations of Laundry Corp. under the Collateral Agreements, and in form connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the Trustee, perfection of the Subsidiary Guarantee endorsed upon Lien created under the NotesCollateral Agreements on the Collateral owned by or transferred to such surviving entity; (3) immediately after giving effect to such transaction, such successor Person no Default or Event of Default shall succeed to have occurred and be substituted for continuing; and (4) immediately after giving effect to such transaction and the Subsidiary Guarantor with the same effect as if it had been named herein as use of any net proceeds therefrom on a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by pro forma basis, the Company and delivered to could satisfy the Trusteeprovisions of Section 5.01(a)(ii). All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms Any merger or consolidation of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of (i) a Subsidiary Guarantor with or and into the Company (with the Company being the surviving entity) or another Restricted Subsidiary Guarantor or (ii) a Subsidiary Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Subsidiary Guarantor or the Company in another jurisdiction in the United States or any other Personstate thereof or the District of Columbia need only comply with (A) clause (a)(iv) of Section 5.01, and (B) in the case of a merger or shall prevent any sale or conveyance consolidation involving (x) the Company as described in clause (ii) of the property this paragraph, clause (a)(i)(2)(y) of Section 5.01 and (y) a Subsidiary Guarantor as an entirety or substantially as an entirety to the Companydescribed in clause (ii) of this paragraph, another Subsidiary or any other Personclause (2) of this Section 10.04.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (a) Except as set forth in Articles 4 and Article 5 hereof, nothing contained in this Amended Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary Guarantor or shall prevent any sale, conveyance or other Persondisposition of all or substantially all the Properties of a Subsidiary Guarantor to the Company or another Subsidiary Guarantor. (b) Except as set forth in Article 5 hereof, nothing contained in this Amended Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor) authorized to acquire and operate the same; provided that (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as an entirety a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants of Sections 4.01 through 4.17 hereof, and (iii) upon any such consolidation, merger, sale, conveyance or substantially as an entirety other disposition, such Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Article 10, and the due and punctual performance and observance of all of the covenants and conditions of this Amended Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed, by supplemental indenture satisfactory in form to the CompanyTrustee, another executed and delivered to the Trustee, by such Person formed by such consolidation or into which such Subsidiary Guarantor shall have merged (if other than such Subsidiary Guarantor), or by the Person that shall have acquired such Property (except to the extent the following Section 10.03 hereof would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor’s Subsidiary Guarantee). In the case of any such consolidation, merger, sale, conveyance or other disposition and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance and observance of all of the covenants and conditions of this Amended Indenture to be performed by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as the initial Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidationExcept as otherwise provided in Section 10.07 hereof, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor upon is the assumption surviving Person) another Person unless: (i) either: (a) the Subsidiary Guarantor is the surviving entity; or (b) the Person formed by or surviving any consolidation or merger (in each case, if other than the Partnership or the Subsidiary Guarantor) is a limited liability company, limited partnership, partnership or corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor), assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor’s Subsidiary Guarantee, this Indenture and the Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; (iii) immediately before and immediately after giving effect to such transaction (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default or Event of Default would exist or be continuing; (iv) such transactions would not require any Holder of Notes to obtain a Gaming License or be qualified under the laws of any applicable gaming jurisdiction which would not be required in the absence of such transaction, provided that a transaction involving a jurisdiction that does not require the licensing or qualification of any Holder of Notes as a condition to such transaction, but reserves the discretionary right to require the licensing or qualification of any Holder of Notes, shall not be prohibited pursuant to the terms of this clause (iv); (v) such transaction would not result in the material impairment or loss of any qualification or any license necessary for any Gaming Business operated, or anticipated to be operated, by the successor Person, by supplemental indenture, executed and Partnership or any of its Restricted Subsidiaries following the consummation of the proposed transaction; and (vi) the Subsidiary Guarantor or the resulting Person shall have delivered to the Trustee an Officers’ Certificate and reasonably satisfactory Opinion of Counsel (which counsel may not be in-house counsel of such Subsidiary Guarantor or any of its Affiliates), each stating that the consolidation or merger and, if a supplemental indenture is required in form connection with such transaction, the supplemental indenture, comply with the provisions of this Indenture and the Collateral Documents and that all conditions precedent in the Indenture relating to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not transaction have been signed by the Company and delivered to the Trusteesatisfied. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Four and 5 Five hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of and notwithstanding clauses (i) and (ii) above, (A) a Subsidiary Guarantor may consolidate with or into the Company merge with or another Restricted Subsidiary or any other Personinto, or sell or otherwise dispose of all or substantially all of its assets to, the Issuers, provided that the surviving corporation (if other than the Issuers) shall prevent any sale or conveyance expressly assume by supplemental indenture complying with the requirements of this Indenture, the due and punctual payment of the property principal of, premium and interest on all of the Notes, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuers and (B) a Subsidiary Guarantor as an entirety may consolidate with or merge with or into, or sell or otherwise dispose of all or substantially as an entirety to the Companyall of its assets to, another Subsidiary or any other PersonSubsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.08 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesSecurities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 10.07(a) and (b), nothing contained in this Indenture or in any of the Notes shall Securities will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent, the Company or another Subsidiary Guarantor), unless, (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form of Exhibit B hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such sale or other disposition does not violate Section 5.10. (b) In the case of any such consolidation, merger, sale consolidation or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof Exhibit B hereto, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Subsidiary Guarantor), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired or leased such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05, a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless: (1) immediately after giving effect to such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Subsidiary Guarantor, to the extent required, are applied in accordance with the provisions of Section 4.05 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture. (b) In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and, if applicable, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of any Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as provided in Section 12.07, a Subsidiary Guarantor may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) unconditionally assumes all the obligations of that Subsidiary Guarantor, pursuant to a supplemental indenture substantially in the form specified in this Indenture, under the Notes, this Indenture and its Guarantee on terms set forth herein; or (b) such sale or other disposition does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by such supplemental indentureindenture and instruments, executed and delivered to the Trustee and reasonably Collateral Agent and satisfactory in form to the TrusteeTrustee and Collateral Agent, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Agreements to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to (ii) immediately after such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 10.02, the (a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to Company and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any . (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantees to be endorsed upon Guarantor or a sale or other disposition of all of the Notes issuable hereunder which theretofore shall not have been signed Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the Company event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and delivered to relieved of any obligations under its Guarantees; provided that in the Trustee. All event such sale or disposition constitutes an Asset Sale, the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee and this Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Issuer or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Issuer or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (a) Except as set forth in Articles 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary Guarantor or shall prevent any sale, conveyance or other Persondisposition of all or substantially all the Properties of a Subsidiary Guarantor to the Company or another Subsidiary Guarantor. (b) Except as set forth in Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, conveyance or conveyance other disposition of all or substantially all the property Properties of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (whether or not Affiliated with such Subsidiary Guarantor) authorized to acquire and operate the same; provided that (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as an entirety a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants of Sections 4.01 through 4.17 hereof, and (iii) upon any such consolidation, merger, sale, conveyance or substantially as an entirety other disposition, such Subsidiary Guarantor’s Subsidiary Guarantee set forth in this Article 10, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed, by supplemental indenture satisfactory in form to the CompanyTrustee, another executed and delivered to the Trustee, by such Person formed by such consolidation or into which such Subsidiary Guarantor shall have merged (if other than such Subsidiary Guarantor), or by the Person that shall have acquired such Property (except to the extent the following Section 10.03 hereof would result in the release of such Subsidiary Guarantee, in which case such surviving Person or transferee of such Property shall not have to execute any such supplemental indenture and shall not have to assume such Subsidiary Guarantor’s Subsidiary Guarantee). In the case of any such consolidation, merger, sale, conveyance or other disposition and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as the initial Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Subsidiary Guarantor shall no longer have any force or effect. (b) Except as set forth in Article Five and Article Six hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a corporation or corporations other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided, however, that, subject to Sections 11.04 and 11.06(a), (i) im- 109 -100- mediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, and (ii) upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the corporation that shall have acquired such property. In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all ; provided, however, that solely for purposes of computing amounts described in subclause (c) of the Subsidiary Guarantees first paragraph of Section 5.03, any such successor corporation shall only be deemed to have succeeded to and be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in substituted for any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety respect to periods subsequent to the Companyeffective time of such merger, another Subsidiary consolidation or any other Persontransfer of assets.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this First Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.03 of this First Supplemental Indenture, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this First Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this First Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this Sixth Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.03 of this Sixth Supplemental Indenture, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Sixth Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this Sixth Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Subsidiary Guarantor may, directly or indirectly, sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (1) subject to Section 11.05 hereof, the Person acquiring the property in any such sale, assignment, transfer, conveyance or disposition or the Person formed by or surviving any such sale, assignment, transfer, conveyance, consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture and the Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Security Documents in form and substance reasonably satisfactory to the Trustee; or (2) the Net Proceeds of such sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.12 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses b(1) and (2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In (a) Except as otherwise provided in Section 11.05 hereof, no Subsidiary Guarantor may sell, convey, transfer or dispose of, all or substantially all the assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, unless the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Note Guarantee, this Indenture and the Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Security Documents in form and substance reasonably satisfactory to the Trustee; provided that any such sale, conveyance, transfer or disposition to a Person that is not a Restricted Subsidiary shall instead comply with Section 5.01 hereof. (b) Subject to the proviso in the foregoing clause (a), in case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (a) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary Guarantor. (d) Notwithstanding anything to the contrary in the foregoing, a Specified Asset Sale shall not constitute a sale, conveyance, transfer or any other Persondisposal of all or substantially all of the assets of the Company and its Restricted Subsidiaries.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor or the Company) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Pledge Agreement and the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (c) except in the case of any such merger or consolidation with the Company or another Subsidiary Guarantor, the Company would, on a pro forma basis, immediately after giving effect to such transaction, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case Subject to the provisions of ‎Section 13.04(b), no Subsidiary Guarantor shall consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and for the avoidance of doubt, if any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease involving a Subsidiary Guarantor where the successor Person is required to become a would result in such Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered being released from all of its guarantee obligations with respect to the Trustee Credit Agreement (and reasonably satisfactory in form no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesCredit Agreement), such successor Person sale or other disposition shall succeed be deemed to and be substituted for not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this ‎Section 13.04(a), the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any sale, conveyance, transfer or lease of all or substantially all of the Subsidiary Guarantees to be endorsed upon all properties and assets of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture one or in any of the Notes shall prevent any consolidation or merger more Subsidiaries of a Subsidiary Guarantor with to another Person (other than one or into the Company more Subsidiaries of any one or another Restricted more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or any other Person, or shall prevent any sale or conveyance substantially all of the property properties and assets of a such Subsidiary Guarantor as an entirety on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially as an entirety all of the properties and assets of such Subsidiary Guarantor to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 in connection with any release and discharge of a Subsidiary Guarantor, no Subsidiary Guarantor may consolidate or combine with or merge with or into (whether or not such Subsidiary Guarantor is the surviving person) or sell or convey all or substantially all of its assets to another Person whether or not affiliated with such Subsidiary Guarantor, unless the Person formed by or surviving any such consolidation, combination or merger or the Transferee Person (in each case if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Subsidiary Guarantee and any Registration Rights Agreements on the terms set forth herein or therein. In case of any such consolidation, merger, combination, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon under this Indenture and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall become a Subsidiary Guarantor (and succeed to and be substituted for the Subsidiary Guarantor predecessor to the extent of any release and discharge of such predecessor pursuant to Section 10.05) with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof. (b) Notwithstanding clause (a) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation consolidation, combination or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of all or substantially all of the property assets of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Issuer or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Note Guarantees and this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Note Guarantee of such Subsidiary Guarantee endorsed upon Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (a) Except as set forth in Articles 4 Sections 10.7 and 5 hereof10.10, nothing contained in this Indenture Agreement or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary Guarantor or shall prevent any disposition of assets to the Company or another Subsidiary Guarantor. (b) Except as set forth in Sections 10.7 and 10.10, nothing contained in this Agreement or in any of the Notes shall prevent any consolidation or merger or sale of a Subsidiary Guarantor with or into a Person other Personthan the Company or a Subsidiary Guarantor (regardless of whether an Affiliate of such Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale sale, assignment, transfer, lease, conveyance or conveyance other disposition of all or substantially all of the property assets of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor (regardless of whether an Affiliate of such Subsidiary Guarantor) authorized to acquire and operate the same, provided, that, (a) that if such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition results in a surviving Person (other than the Company) who is not a Subsidiary Guarantor, the Person surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or disposition has been made shall agree to assume such Subsidiary Guarantor's obligations arising under this Article XXI and the Notes, (except to the extent that Section 21.3 would result in the release of such obligations), (b) immediately after such transaction, and giving effect thereto, no Default or Event of Default has occurred and is continuing; and (c) such Subsidiary Guarantor or such other Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as an entirety if such transaction had occurred at the beginning of the applicable Four-Quarter Period, be permitted to incur at least $1.00 of additional Debt pursuant to Section 10. 1. Notwithstanding the foregoing clause (c), any Restricted Subsidiary may consolidate or merge with or into, or dispose of all or any part of its properties and assets to, the Company. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially as an entirety to all of the Companyassets of a Subsidiary Guarantor in accordance with this Section 21.2(b), another the successor Person formed by such consolidation or into which such Subsidiary or any other Person.Guarantor is

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.05 and Section 11.06, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor to, any Person unless: (1) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person (the “Successor Guarantor”) or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (2) the Successor Guarantor will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) will expressly assume, by a supplemental indenture and registration rights agreement (if applicable), executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and the Registration Rights Agreement (if applicable), respectively. In case of any such consolidation, merger, sale conveyance, transfer or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor lease and upon the assumption by the successor Person, by such supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the such Subsidiary Guarantee endorsed upon the NotesGuarantee, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale sale, conveyance or conveyance transfer of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary Guarantor. The Company may permit any Subsidiary Guarantor to consolidate or merge, or convey, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor if such transaction would result in the release of the Subsidiary Guarantee of such Subsidiary Guarantor pursuant to Section 11.06 hereof. The Company may permit any other PersonSubsidiary Guarantor to merge with or into, or convey, transfer or lease all or substantially all its assets to an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another jurisdiction.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Subsidiary Guarantor shall no longer have any force or effect. (b) Except as set forth in Article Five and Article Six hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a corporation or corporations other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided, however, that, -------- ------- subject to Sections 11.4 and 11.6(a), (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, and (ii) upon any such consolidation, merger, sale or conveyance, the Guarantee set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the corporation that shall have acquired such property. In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such ; provided, however, that solely for purposes of computing -------- ------- amounts described in subclause (c) of Section 5.3(a), any such successor Person thereupon may cause corporation shall only be deemed to have succeeded to and be signed substituted for any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety respect to periods subsequent to the Companyeffective time of such merger, another Subsidiary consolidation or any other Persontransfer of assets.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Issuer or another Subsidiary Guarantor), unless: (1) such Subsidiary Guarantor is the continuing Person, or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Subsidiary Guarantor are assets that are Collateral under this Indenture and the Security Documents, such successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of this Indenture and the Security Documents in the manner and to the extent required in this Indenture and the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the Security Documents. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Note Guarantee of such Subsidiary Guarantee endorsed upon Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving entity or Person) another corporation, entity or Person unless (i) the entity or Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where the successor Person is required pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, under the Securities and this Indenture, (ii) immediately after such transaction, no Default or Event of Default exists, (iii) such Subsidiary Guarantor or the entity or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02 (a) will not prohibit a merger between Subsidiary Guarantee endorsed upon Guarantors or a merger between the Notes, such successor Person shall succeed to Company and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any . (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantees to be endorsed upon Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Notes issuable hereunder which theretofore shall not have been signed Capital Stock of such Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Company Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and delivered to relieved of any obligations under its Guarantees; provided that in the Trustee. All event such sale or disposition constitutes an Asset Sale, the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 or Article Five or Article Six, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate, amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (a) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor, pursuant to a supplemental indenture, under the Notes, this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 5.10 hereof; and the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 11.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Article Five and 5 Article Six hereof, notwithstanding clauses (a) and (b) of paragraph (2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Subsidiary Guarantor with or into the Company Xxxxxxx or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Xxxxxxx or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the surviving corporation) another Person whether or not affiliated with such Subsidiary Guarantor unless: 15.3.1. the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Borrower) unconditionally assumes all the obligations of such Subsidiary Guarantor under this Agreement and the Subsidiary Guarantee pursuant to a supplemental agreement in form and substance reasonably satisfactory to the Security Agent; and 15.3.2. the Subsidiary Guarantor or the successor or surviving corporation, as applicable, complies with the requirements of Article 5 of the Trust Indenture. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, agreement executed and delivered to the Trustee and reasonably satisfactory in form and substance to the TrusteeSecurity Agent, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereofof the Trust Indenture and notwithstanding subsections 15.3.1 and 15.3.2 above, nothing contained in this Indenture or in any of the Notes Agreement shall prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company Borrower or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Borrower or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing (a) Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Wholly Owned Restricted Subsidiary or any other Personthat is a Subsidiary Guarantor, or shall prevent any sale the transfer of all or conveyance substantially all of the property assets of a Subsidiary Guarantor as an entirety to the Company or another Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor. Upon any such consolidation, merger, transfer or sale, the Subsidiary Guarantee of such Subsidiary Guarantor shall no longer have any force or effect. (b) Subject to the provisions of clause (c) below, no Subsidiary Guarantor shall, directly or indirectly, consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially as an entirety all of its properties or assets in one or more related transactions, to another Person, other than the Company or another Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor, unless: (1) either: (i) the Subsidiary Guarantor is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (the “Surviving Guarantor Entity”); (2) the Surviving Guarantor Entity (if other than the Subsidiary Guarantor) assumes all the Obligations of the Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the CompanyTrustee; (3) immediately after such transaction no Default or Event of Default exists; (4) the transaction would not result in the loss, another Subsidiary suspension or material impairment of any other Person.Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment; (5) (i) the Company shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.06 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Parent, an Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Subsidiary Guarantor) assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or (b) subject to Section 5.01 hereof, the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the Notesapplicable Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the applicable Notes issuable hereunder which theretofore shall not have been signed by the Company Parent and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company Parent, an Issuer or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the CompanyParent, an Issuer or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 8.3 hereof, no Subsidiary Guarantor may sell or otherwise dispose, in one or a series of related transactions, of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Vistra Operations or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the TrusteeTrust, of the Guarantee of such Subsidiary Guarantor and the due and punctual performance of all of the covenants and conditions of this Guarantee endorsed upon the Notesto be performed by such Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture contained herein as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofthis Agreement. Except as set forth in Articles 4 and 5 hereofthe Senior Secured Notes Indenture, nothing contained in this the Senior Secured Notes Indenture or in any of the Notes shall this Agreement will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Vistra Operations or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Vistra Operations or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to this Section 11.05, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture, the Registration Rights Agreement and the Subsidiary Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (c) the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. ​ Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the Surviving Guarantor) another Person whether or not affiliated with such Subsidiary Guarantor unless: ​ (1) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (2) the Subsidiary Guarantor or the Surviving Guarantor, as applicable, complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. ​ Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation consolidation, merger or merger amalgamation of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other Person.Guarantor. ​

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this Fourth Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Fourth Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this Fourth Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; (2) either: (A) such Subsidiary Guarantor is the surviving Person or the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Subsidiary Guarantor) assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this Indenture. (b) In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person other disposition that is required subject to become a Subsidiary Guarantor clause (2)(A) above and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the obligations of the Subsidiary Guarantee endorsed upon the NotesGuarantor under this Indenture and its Subsidiary Guarantee, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.05, no Subsidiary Guarantor will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it unless: (1) it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of such Subsidiary Guarantor’s obligations under its Note Guarantee and the Registration Rights Agreement; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture is enforceable. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof Exhibit F hereto, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in and notwithstanding clauses (1), (2) and (3) above, the foregoing requirements of this Indenture or in any of the Notes Section 11.05 shall prevent any not apply to a consolidation or merger of a any Subsidiary Guarantor with or and into the Company or another Restricted Subsidiary or any other PersonSubsidiary Guarantor, so long as the Company or shall prevent any sale or conveyance of the property of a such Subsidiary Guarantor as an entirety survives such consolidation or substantially as an entirety to the Company, another Subsidiary or any other Personmerger.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In A Subsidiary Guarantor shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than the Company or another Subsidiary Guarantor), unless: (a) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor, the Company or another Subsidiary Guarantor) expressly assumes by executing and delivering a supplemental indenture and any other agreements (including, without limitation, any registration rights agreement, if applicable) all of that Subsidiary Guarantor’s obligations under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, that Subsidiary Guarantor under the Notes and this Indenture, and that Subsidiary Guarantor shall be discharged from its Obligations under the Notes and this Indenture except in the case of any such lease. Notwithstanding the foregoing, the foregoing shall not apply to (i) any sale, conveyance, transfer or lease of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation, merger, ) to a Person that is not (either before or after giving effect to such transaction) the Company or one of the Company’s Restricted Subsidiaries if the sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed other disposition does not violate Section 4.11 and delivered to the Trustee and reasonably satisfactory in form to the Trustee, (ii) any merger or consolidation of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the any Subsidiary Guarantor with the same a Person that is not (either before or after giving effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into transaction) the Company or another one of the Company’s Restricted Subsidiaries, if the sale or other disposition does not violate Section 4.11 and that Subsidiary Guarantor ceases to be the Company’s Restricted Subsidiary or any other Person, or shall prevent any as a result of the sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondisposition.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to the Trustee(ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor Default exists. In connection with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any a sale or conveyance other disposition of all of the property Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor as an entirety Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition, by way of a merger, consolidation or otherwise, of all or substantially as an entirety to all of the Company, another assets of such Subsidiary or Guarantor) will be released and relieved of any other Personobligations under its Guarantee.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless either: (1) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee and the Note Documents on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and the Collateral Trustee; or (2) the Net Proceeds of such sale or other disposition, if any, are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably the Collateral Trustee and satisfactory in form to the Trustee and the Collateral Trustee, of the Note Guarantee of such Subsidiary Guarantee endorsed upon Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (1) and (2) of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this Second Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.03 of this Second Supplemental Indenture, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Second Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this Second Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case The Company shall not permit any Subsidiary Guarantor to, and no Subsidiary Guarantor shall, consolidate with, merge with or into, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one transaction or any series of related transactions, to another Person, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture; (b) either: (i) if the provisions of Section 18.06 of this Indenture do not result in the Note Guarantee by such Subsidiary Guarantor falling away in connection with such consolidation, mergermerger or sale conveyance, sale assignment, transfer, lease or conveyance involving a Subsidiary Guarantor where other disposal, the successor Person is required to become a Subsidiary Guarantor upon acquiring the assumption assets in any such sales, conveyance, transfer, lease or other disposition or the Person formed by the successor or surviving any such consolidation or merger (any such Person, a “Surviving Guarantor”) expressly assumes, by a supplemental indentureindenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee and reasonably satisfactory in form to the TrusteeCollateral Agent, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at Guarantor’s obligations under the date of Notes, this Indenture and the execution hereof. Except Related Collateral Documents and causes such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in Articles 4 this Indenture and 5 hereofthe Related Collateral Documents) to preserve and protect the Lien on the Collateral owned by or transferred to the Surviving Guarantor, nothing contained 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 UCC or other similar statute or regulation of the relevant states or jurisdictions; (ii) such sale, conveyance, transfer, lease or other disposition is permitted under this Indenture; (c) in such transaction in which there is a Surviving Guarantor, the Surviving Guarantor shall have delivered to the Trustee and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture and other amendments and supplements are authorized or permitted by this Indenture and the Related Collateral Documents and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the surviving Person, subject to customary exceptions. (d) To the extent that a Fundamental Change described in clauses (a) or (b) of the definition thereof has occurred or will occur concurrently with a transaction described in this Indenture Section 11.02 or Section 11.01, the foregoing conditions in any of the Notes shall prevent any consolidation this Section 11.02 or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety Section 11.01 related to the Company, another Subsidiary or any other PersonCollateral shall not be applicable solely insofar as they relate to the Collateral.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture under this Indenture, the Subsidiary Guarantee; or (b) the Subsidiary Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.04 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.04 hereof, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Indenture. Except as set forth in Articles 4 and 5 hereofof this Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) (A) such Subsidiary Guarantor is the surviving Person or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or (ii) such transaction does not violate the provisions of this Indenture described in Section 10.11. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon of such Subsidiary Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company such Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.04, the Company and Parent will not permit any Subsidiary Guarantor to consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor 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 another Person, unless: (1) immediately after such transaction, no Default or Event of Default exists; (2) either (a) (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws the United States, any state of the United States or the District of Columbia and (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor’s Note Guarantee, this Indenture, the Registration Rights Agreement and the Security Documents, in each case pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; or (b) in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Company or any Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets, the Company delivers an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 in respect of such sale or other disposition; and (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that the supplemental indenture is enforceable. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof Exhibit E hereto, of the Note Guarantee, in a transaction that is subject to, and that complies with the provisions of, Section 11.04, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall will succeed to to, and be substituted for the for, such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor under this Indenture, the Registration Rights Agreement, the Security Documents and the Intercreditor Agreement and such Subsidiary Guarantor. Such successor Person thereupon may cause to ’s applicable Note Guarantee and such Subsidiary Guarantor will automatically be signed any released and discharged from its obligations under this Indenture, the Registration Rights Agreement, the Security Documents and the Intercreditor Agreement, and such Subsidiary Guarantor’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Subsidiary Guarantees to Guarantor will not be endorsed upon all of released from its obligations under the Notes issuable hereunder which theretofore shall not have been signed by Note Guarantee, the Company Registration Rights Agreement, the Security Documents and delivered to the TrusteeIntercreditor Agreement. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into Parent, the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance disposition of all or substantially all of the property assets of a Subsidiary Guarantor as an entirety to Parent, the Company or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05, a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless: (1) immediately after giving effect to such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under the Indenture pursuant to a supplemental indenture satisfactory to the Trustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Subsidiary Guarantor, to the extent required, are applied in accordance with the provisions of Section 4.05 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of the Indenture. (b) In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and, if applicable, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of any Note Guarantee of a Subsidiary Guarantor and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, (ii) immediately after such transaction, no Default or Event of Default exists, (iii) such Subsidiary Guarantor or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantee endorsed upon Guarantors or a merger between the Notes, such successor Person shall succeed to Company and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any . (b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantees to be endorsed upon Guarantor or a sale or other disposition of all of the Notes issuable hereunder which theretofore shall not have been signed Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the Company event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and delivered to relieved of any obligations under its Guarantees; provided that in the Trustee. All event such sale or disposition constitutes an Asset Sale, the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued Net Available Proceeds of such sale or other disposition are applied in accordance with the terms provisions of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondescribed under Section 4.11.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 10.05, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form satisfactory to the Trustee, under this Indenture, the Subsidiary Guaranty and any Registration Rights Agreement on the terms set forth herein or therein; and (b) the Subsidiary Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Surviving Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee Guaranty endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Surviving Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Surviving Person thereupon may cause to be signed any or all of the Subsidiary Guarantees Guaranties to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees Guaranties so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees Guaranties theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees Guaranties had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted domestic Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another domestic Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In (a) Except as otherwise provided in Section 11.05 hereof, no Subsidiary Guarantor may sell, convey, transfer or dispose of, all or substantially all the assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, unless the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Note Guarantee, this Indenture and the Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Security Documents in form and substance reasonably satisfactory to the Trustee; provided that any such sale, conveyance, transfer or disposition to a Person that is not a Restricted Subsidiary shall instead comply with Section 5.01 hereof. (b) Subject to the proviso in the foregoing clause (a), in case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (a) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary Guarantor. (d) Notwithstanding anything to the contrary in the foregoing, the CIG Sale shall not constitute a sale, conveyance, transfer or any other Persondisposal of all or substantially all of the assets of the Company and its Restricted Subsidiaries.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (1) (A) such Subsidiary Guarantor is the surviving Person or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or (2) such transaction does not violate the provisions of this Indenture described in Section 4.10. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon of such Subsidiary Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company such Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 or Articles 4 or 5, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate, amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor, pursuant to a supplemental indenture, under the Notes, this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 10.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, notwithstanding clauses (a) and (b) of paragraph (2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Subsidiary Guarantor with or into the Company Cxxxxxx or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Cxxxxxx or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as set forth in Articles Four and Five, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. (b) Except as set forth in Articles Four and Five, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a corporation or corporations other than the Company or a Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same; provided, however, that, subject to Section 11.2(a) and 11.3, (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants in Sections 4.1 through 4.16, and (iii) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, such Subsidiary Guarantor's Guarantee set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the corporation that shall have acquired such property. In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Parent, the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the properties or assets in any such consolidation, merger, sale or conveyance involving a other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor PersonGuarantor), unconditionally assumes, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to of Exhibit D hereto and such joinders or amendments as may be required under the TrusteeSecurity Documents, as applicable, all the obligations of the that Subsidiary Guarantee endorsed upon Guarantor under the Notes, this Indenture, its Notes Guarantee, the Intercreditor Agreement, the Second Lien Pari Passu Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if any) and the other Security Documents and, to the extent any assets of the Person which is merged or consolidated with or into such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all are assets of the Subsidiary Guarantees to be endorsed upon all of type which would constitute Collateral under the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of Security Documents, such Subsidiary Guarantees had been issued at Guarantor or the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture Person formed by or in surviving any of the Notes shall prevent any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any applicable Security Documents in the manner and to the extent required in this Indenture, the Junior Lien Intercreditor Agreement (if any) and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture, the Junior Lien Intercreditor Agreement (if any) and the other Person, or shall prevent any applicable Security Documents; or (b) such sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Persondisposition does not violate Section 4.10.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than Parent, the Operating Partnership or another Subsidiary Guarantor), unless: (1) either (a) such Subsidiary Guarantor is the surviving Person of such consolidation or merger, or (b) the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged or that acquired such property and assets of such Subsidiary Guarantor is an entity organized and validly existing under the laws of the United States or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Subsidiary Guarantor will, and the Issuer will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with or into another Person; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person (other than the Issuer or a Subsidiary Guarantor), unless: (1) either: (A) such Subsidiary Guarantor is the surviving entity; or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction in which such Subsidiary Guarantor was organized or the laws of the United States, any state of the United States or the District of Columbia; (B) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under the Notes, this Indenture, such Subsidiary Guarantor’s related Guarantee and such Guarantor’s applicable Notes Collateral Documents pursuant to a supplemental indenture or other agreement reasonably satisfactory to the Trustee; and (C) immediately after such transaction, no Default or Event of Default exists; or (2) the transaction is made in compliance with the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indentureindenture or other agreements, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Note Guarantee and the Notes Collateral Documents and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes Collateral Documents to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding provisions of this Section 11.04 and, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Issuer or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Issuer or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidationExcept as otherwise provided in Section 10.07 hereof, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor upon is the assumption surviving Person) another Person unless: (i) either: (a) the Subsidiary Guarantor is the surviving entity; or (b) the Person formed by or surviving any consolidation or merger (in each case, if other than the Partnership or the Subsidiary Guarantor) is a limited liability company, limited partnership, partnership or corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor), assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor’s Subsidiary Guarantee, this Indenture and the Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; (iii) immediately before and immediately after giving effect to such transaction (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default or Event of Default would exist or be continuing; (iv) such transactions would not require any Holder of Notes to obtain a Gaming License or be qualified under the laws of any applicable gaming jurisdiction which would not be required in the absence of such transaction, provided that a transaction involving a jurisdiction that does not require the licensing or qualification of any Holder of Notes as a condition to such transaction, but reserves the discretionary right to require the licensing or qualification of any Holder of Notes, shall not be prohibited pursuant to the terms of this clause (iv); (v) such transaction would not result in the material impairment or loss of any qualification or any license necessary for any Gaming Business operated, or anticipated to be operated, by the successor Person, by supplemental indenture, executed and Partnership or any of its Restricted Subsidiaries following the consummation of the proposed transaction; and (vi) the Subsidiary Guarantor or the resulting Person shall have delivered to the Trustee an Officers’ Certificate and reasonably satisfactory Opinion of Counsel (which counsel may not be in-house counsel of such Subsidiary Guarantor or any of its Affiliates), each stating that the consolidation or merger and, if a supplemental indenture is required in form connection with such transaction, the supplemental indenture, comply with the provisions of this Indenture and the Collateral Documents and that all conditions precedent in the Indenture relating to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not transaction have been signed by the Company and delivered to the Trusteesatisfied. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Four and 5 Five hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of and notwithstanding clauses (i) and (ii) above, (A) a Subsidiary Guarantor may consolidate with or into the Company merge with or another Restricted Subsidiary or any other Personinto, or sell or otherwise dispose of all or substantially all of its assets to, the Issuers, provided that the surviving corporation (if other than the Issuers) shall prevent any sale or conveyance expressly assume by supplemental indenture complying with the requirements of this Indenture, the due and punctual payment of the property principal of, premium and Liquidated Damages, if any, and interest on all of the Notes, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuers and (B) a Subsidiary Guarantor as an entirety may consolidate with or merge with or into, or sell or otherwise dispose of all or substantially as an entirety to the Companyall of its assets to, another Subsidiary or any other PersonSubsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as set forth in Articles Four and Five, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. (b) Except as set forth in Articles Four and Five hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a corporation or corporations other than the Company or a Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same; provided, however, that, subject to Section 11.02(a) and 11.03, (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, (ii) such transaction shall not violate any of the covenants in Sections 4.01 through 4.17, and (iii) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, such Subsidiary Guarantor's Guarantee set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Subsidiary Guarantor shall have merged, or by the corporation that shall have acquired such property. In the case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, Trustee of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) (i) such Subsidiary Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under the Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture satisfactory to the Trustee; or (b) such transaction at the date thereof does not violate the provisions of Section 1115. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon of such Subsidiary Guarantor and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company such Subsidiary Guarantor and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as The Trustee hereby accepts the trusts in the Indenture upon the terms and conditions herein set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Personforth.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, whether or not affiliated with such Subsidiary Guarantor, unless: (a) subject to the provisions of Section 11.07 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (c) immediately after giving effect to such transaction, the Coverage Ratio Incurrence Condition would be met. Notwithstanding the foregoing, none of the Subsidiary Guarantors shall be permitted to consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 5.01 hereof. In case of any such consolidation, merger, sale consolidation or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor merger and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantee endorsed upon the NotesGuarantor, such successor Person corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a any Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a any Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary Company or any other PersonSubsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, unless: (a) subject to the provisions of Section 11.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and such Subsidiary Guarantor’s Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (c) such transaction does not violate any of Sections 4.03, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17. Notwithstanding the foregoing, none of the Subsidiary Guarantors shall be permitted to consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 5.01 hereof. In case of any such consolidation, merger, sale consolidation or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor merger and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesSecurities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, such successor Person corporation shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes Securities shall prevent any consolidation or merger of a any Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a any Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary Company or any other PersonSubsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this Fifth Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this Fifth Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this Fifth Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with, amalgamate with, divide into or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Parent, an Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit G hereto; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture. (b) In case of any such consolidation, merger, amalgamation, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes Collateral Agent, such successor Person shall will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 IV and 5 V hereof, nothing contained in this Indenture or in Section 10.03 will not apply to (i) any of the Notes shall prevent any consolidation consolidation, amalgamation or merger of a Subsidiary Guarantor with or into the Company an Issuer or another Restricted Subsidiary Guarantor or any other Person, or shall prevent (ii) any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, an Issuer or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) subject to the provisions of Section 10.03 of this First Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where and, subject to the successor Person is required to become a Subsidiary Guarantor provisions of Section 10.03 of this First Supplemental Indenture, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereofof this First Supplemental Indenture. Except as set forth in Articles 4 IV and 5 hereofV of this First Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (a) subject to Section 11.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Subsidiary Guarantees Guarantee to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company such Subsidiary Guarantor and delivered to the Trustee. All the The Subsidiary Guarantees so issued Guarantee of such Person shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.