Common use of When Borrower May Merge or Transfer Assets Clause in Contracts

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Borrower is the surviving corporationPerson), 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 (other than the Acquisition) totransactions, to any Person unless: (i) the Borrower is a the surviving Person person or the Person formed by or surviving any such consolidation, amalgamation amalgamation, merger, winding up or merger conversion (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union thereof (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Fixed Charge Coverage Ratio test set forth in Section 10.1(a6.03(a); or (2B) the Debt to Adjusted EBITDA Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less greater than such ratio the Fixed Charge Coverage Ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and; (v) if the Borrower is not the Successor Company, each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) amendment confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Agreement and the Loans; and (vi) the Successor Company shall have delivered to the Administrative Agent an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger, amalgamation or transfer and such amendments (if any) comply with this Agreement. The Successor Company (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement and the Loans, and in such event the Borrower shall be automatically released and discharged from its obligations under this Agreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a)5.01, (Aa) the Borrower or any Restricted Subsidiary may merge, consolidate or amalgamate with, merge into, sell, assign with or transfer, lease, convey or otherwise dispose of transfer all or part of its properties and assets to the Borrower or to another a Restricted Subsidiary Subsidiary, and (Bb) the Borrower may merge, consolidate or amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) another state of the United States, the District of Columbia, Columbia or any territory of the United States or may convert into a corporation, partnership or limited liability company organized under the laws of any country that is a member state of the European Union United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower thereby. This Section 5.01 shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such apply to a sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership of assets between or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of among the Borrower or such Subsidiary Guarantor or under and the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the BorrowerRestricted Subsidiaries.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or any Subsidiary or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each any Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee confirmed in the form attached as Exhibit A hereto (the “Guarantee”) confirmed writing that its Guarantee shall apply to such Person’s obligations under this AgreementAgreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, Bermuda or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such any Subsidiary Guarantor or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee this Agreement and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, Bermuda or any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower. (c) Notwithstanding Sections 10.10(a) and (b) and Section 10.11 below, nothing in these Sections 10.10 and 10.11 shall prevent any Subsidiary Transfer Transaction, which need not comply with Sections 10.10(a) or (b) and 10.11. (d) Notwithstanding anything in this Section 10.10 to the contrary, the Initial Borrower shall be permitted to consummate the Xxxxxxxx Assignment, upon which the Initial Borrower shall be released of all obligations and liabilities hereunder and the Borrower shall be substituted for the Initial Borrower in accordance with Section 10.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or any Subsidiary or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, Bermuda or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such any Subsidiary Guarantor or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, Bermuda or any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidatenot, amalgamate directly or indirectly, consolidate with or merge with or into or wind up into (whether or not the Borrower is the surviving corporation)into, or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of its properties or assets assets, in one or more a series of related transactions (other than the Acquisition) transactions, to, any Person Person, unless: (i) the Borrower is resulting, surviving or transferee Person (the “Successor Borrower”) will be a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of ColumbiaColumbia and the Successor Borrower (if not the Borrower) will expressly assume, or any territory thereofby a supplemental agreement, under executed and delivered to the laws of Administrative Agent, in form satisfactory to the jurisdiction of organization Administrative Agent, all the Obligations of the Borrower or under the laws of any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”)Credit Documents; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company (if other than Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Borrower) expressly assumes all Successor Borrower or such Restricted Subsidiary at the obligations time of the Borrower under this Agreement such transaction), no Default shall have occurred and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agentbe continuing; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1A) the Successor Company Borrower would be permitted able to Incur at least an additional $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in under Section 10.1(a); or 5.03(a) or (2B) the Debt to Adjusted EBITDA Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries Borrower would be equal to or less greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets shall have delivered to the Borrower Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or to another Restricted Subsidiary transfer and such supplemental agreement (Bif any) the Borrower may merge, amalgamate or consolidate comply with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”)Agreement. (b) Subject to The Successor Borrower shall succeed to, and be substituted for, and may exercise every right and power of, the provisions of any Guarantee, any Subsidiary Guarantor shall notBorrower under this Agreement, and the predecessor Borrower, other than in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Loans. (c) The Borrower shall not permit any Subsidiary Guarantor to, consolidatedirectly or indirectly, amalgamate consolidate with or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person)into, or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of its properties assets, in or assets in one or more a series of related transactions totransactions, to any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such except in the case of a Subsidiary Guarantor is a surviving (A) that has been disposed of in its entirety to another Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary to the Borrower or an Affiliate of the Borrower), whether through a merger, consolidation or sale of Capital Stock or assets or (B) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person (the “Successor Guarantor”) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is shall be a corporation, partnership or limited liability company corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or and such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor Person (if other than not such Subsidiary Guarantor) shall expressly assumes assume, by a supplemental agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, all the obligations Obligations of such Subsidiary Guarantor under the Guarantee and such its Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; andGuarantee; (iiiii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries 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 or Event of Default shall have occurred and be continuing. Subject ; and (iii) the Borrower will have delivered to the limitations described in Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental agreement (if any) comply with this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. . (d) Notwithstanding the foregoing: (i) any Restricted Subsidiary may Consolidate with, (1) a merge into or transfer all or part of its properties and assets to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may merge, amalgamate or consolidate merge with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor the Borrower in a (or another) state of another jurisdiction within the United StatesStates of America, any State thereof or the District of Columbia, any territory of the United States, any country that is a member of the European Union Columbia to realize tax or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrowerother benefits.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or any Subsidiary or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”"SUCCESSOR COMPANY"); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each any Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee confirmed in the form attached as Exhibit A hereto (the “Guarantee”) confirmed writing that its Guarantee shall apply to such Person’s 's obligations under this AgreementAgreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, Bermuda or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger"SPECIFIED MERGER/Transfer Transaction”TRANSFER TRANSACTION"). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such any Subsidiary Guarantor or Parent of the Issuer or under the laws of Bermuda or any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”"SUCCESSOR GUARANTOR"); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s 's Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor Guaran- tor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s 's Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee this Agreement and such Subsidiary Guarantor’s 's guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, Bermuda or any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower. (c) Notwithstanding Sections 10.10(a) and (b) and Section 10.11 below, nothing in these Sections 10.10 and 10.11 shall prevent any Subsidiary Transfer Transaction, which need not comply with Sections 10.10(a) or (b) and 10.11.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Borrower is the surviving corporation)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, directly or indirectly, all or substantially all of its properties or assets in one or more related transactions (other than the Acquisition) to, any Person Person, unless: (i1) the Borrower is resulting, surviving or transferee Person (the “Successor Company”) shall be a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) Columbia and the Successor Company (if other than not the Borrower) shall expressly assumes assume, by an amendment to this Agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agentother Bridge Loan Documents; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv2) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), eitherno Default shall have occurred and be continuing; (13) immediately after giving pro forma effect to such transaction, the Consolidated Leverage Ratio of the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or is less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior 3.0 to such transaction1; and (v4) each Guarantor, unless it is the other party Borrower shall have delivered to the transactions described aboveAdministrative Agent an Officers’ Certificate and an Opinion of Counsel, shall have by executing a guarantee in the form attached as Exhibit A hereto each stating that such consolidation, merger or transfer and such amendment to this Agreement (the “Guarantee”if any) confirmed that its Guarantee shall apply to such Person’s obligations under comply with this Agreement. Notwithstanding the foregoing clauses ; provided, however, that clause (iii3) and (iv) of this Section 10.10(a), will not be applicable to (A) the Borrower or any a Restricted Subsidiary may consolidate or amalgamate consolidating with, merge into, sell, assign merging into or transfer, lease, convey or otherwise dispose of transferring all or part of its properties and assets to the Borrower (so long as no Capital Stock of the Borrower is distributed to any Person) or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate merging with an Affiliate incorporated of the Borrower solely for the purpose and with the sole effect of reincorporating the Borrower in a (another jurisdiction. For purposes of this Section 6.11, the sale, lease, conveyance, assignment, transfer or another) state other disposition of all or substantially all of the United States, the District properties and assets of Columbia, any territory one or more Subsidiaries of the United States Borrower, which properties and assets, if held by the Borrower instead of such Subsidiaries, would constitute all or any country that is a member substantially all of the European Union so long as the amount of Indebtedness properties and assets of the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and its Restricted Subsidiaries is not increased thereby (any transaction described assets of the Borrower. The Successor Company shall be the successor to the Borrower and shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement, and the Borrower, except in this sentence the case of a “Specified Merger/Transfer Transaction”)lease, shall be released from the obligation to pay the principal of and interest on the Loans. (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the The Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate to consolidate with or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose series of transactions, all or substantially all of its properties or assets to any Person unless: (1) except in one or more related transactions to, any the case of a Subsidiary Guarantor (A) that has been disposed of in its entirety to another Person (other than any such saleto the Borrower or an Affiliate of the Borrower), assignmentwhether through a merger, transferconsolidation or sale of Capital Stock or assets or (B) that, leaseas a result of the disposition of all or a portion of its Capital Stock (other than to an Affiliate of the Borrower), conveyance or disposition ceases to be a Subsidiary, in both cases, if in connection therewith the Borrower provides an Officers’ Certificate to the Administrative Agent to the effect that the Borrower will comply with its obligations under Sections 2.06(c) and 6.04 in respect of such disposition, the Transactions) unless: (i) such Subsidiary Guarantor is a resulting, surviving or transferee Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than not such Subsidiary GuarantorSubsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is shall be a corporation, partnership or limited liability company Person organized or and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United StatesStates of America, or any state thereof, State thereof or the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments Person shall expressly assume, by a Guaranty Agreement, in a form reasonably satisfactory to the Administrative Agent, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty; and (iii2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Guarantor resulting, surviving or any of its Subsidiaries transferee Person as a result of such transaction as having been Incurred issued by the Successor Guarantor or such Subsidiary Person at the time of such transaction) ), no Default or Event of Default shall have occurred and be continuing. Subject ; and (3) the Borrower delivers to the limitations described in Administrative Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, comply with this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or any Subsidiary or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each any Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee confirmed in the form attached as Exhibit A hereto (the “Guarantee”) confirmed writing that its Guarantee shall apply to such Person’s obligations under this AgreementAgreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, Bermuda or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such any Subsidiary Guarantor or Parent of the Issuer or under the laws of Bermuda or any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee this Agreement and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, Bermuda or any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower. (c) Notwithstanding Sections 10.10(a) and (b) and Section 10.11 below, nothing in these Sections 10.10 and 10.11 shall prevent any Subsidiary Transfer Transaction, which need not comply with Sections 10.10(a) or (b) and 10.11.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) toAcquisition)to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Borrower is the surviving corporationPerson), 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 (other than the Acquisition) totransactions, to any Person unless: (i) the Borrower is a the surviving Person or the Person formed by or surviving any such consolidation, amalgamation amalgamation, merger, winding up or merger conversion (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union thereof (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Loans is a corporation; (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Borrower (including any Successor Company thereto) or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Borrower or such Restricted Subsidiary at the time of such transaction, ) no Default or Event of Default shall have occurred and be continuing;; and (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Borrower (including any Successor Company thereto) or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1A) the Borrower (including any Successor Company thereto) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Fixed Charge Coverage Ratio test set forth in clause (i) of Section 10.1(a6.03(a); or (2B) the Debt to Adjusted EBITDA Fixed Charge Coverage Ratio for the Borrower (including any Successor Company thereto) and its Restricted Subsidiaries would be equal to or less greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and . The Successor Company (vif other than the Borrower) each Guarantorshall succeed to, unless it is and be substituted for, the other party to Borrower under this Agreement, and in such event the transactions described above, shall have by executing a guarantee in the form attached as Exhibit A hereto (the “Guarantee”) confirmed that Borrower will automatically be released and discharged from its Guarantee shall apply to such Person’s obligations under this AgreementAgreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a)5.01, (Aa) the Borrower or any Restricted Subsidiary may merge, consolidate or amalgamate with, merge into, sell, assign with or transfer, lease, convey or otherwise dispose of transfer all or part of its properties and assets to the Borrower or to another Restricted Subsidiary Subsidiary, and (Bb) the Borrower may merge, consolidate or amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) another state of the United States, the District of Columbia, Columbia or any territory of the United States or any country that is a member of the European Union States, so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence thereby. This Article V will not apply to a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership of assets between or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of among the Borrower or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the BorrowerRestricted Subsidiaries.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate or merge with or into or wind up into (whether or not the Borrower 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 (other than the Acquisition) to, any Person unless: (i) the Borrower is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or any Subsidiary or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Borrower) expressly assumes all the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction; and (v) each any Guarantor, unless it is the other party to the transactions described above, shall have by executing a guarantee confirmed in the form attached as Exhibit A hereto (the “Guarantee”) confirmed writing that its Guarantee shall apply to such Person’s obligations under this AgreementAgreement and the Loans. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 10.10(a), (A) the Borrower or any Restricted Subsidiary may consolidate or amalgamate with, merge into, sell, assign or transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in a (or another) state of the United States, the District of Columbia, any territory of the United States States, Bermuda or any country that is a member of the European Union so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby (any transaction described in this sentence a “Specified Merger/Transfer Transaction”). (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such any Subsidiary Guarantor or Parent of the Borrower or under the laws of Bermuda or any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee this Agreement and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee this Agreement and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, Bermuda or any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower. (c) Notwithstanding Sections 10.10(a) and (b) and Section 10.11 below, nothing in these Sections 10.10 and 10.11 shall prevent any Subsidiary Transfer Transaction, which need not comply with Sections 10.10(a) or (b) and 10.11.

When Borrower May Merge or Transfer Assets. (a) The Borrower shall not consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Borrower is the surviving corporation)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, directly or indirectly, all or substantially all of its properties or assets in one or more related transactions (other than the Acquisition) to, any Person unlessPerson, except as permitted by the Financing Orders and with the agreement of the Administrative Agent and provided that: (i) (x) the Borrower is shall be the surviving corporation or (y) the resulting, surviving or transferee Person (the “Successor Company”) shall be a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or under the laws of any country that is a member of the European Union (the Borrower or such Person, as the case may be, being herein called the “Successor Company”); (ii) and the Successor Company (if other than not the Borrower) shall expressly assumes all assume, by an agreement supplemental thereto, executed and delivered to the obligations of the Borrower under this Agreement and the Loans pursuant to documents or instruments Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the Obligations of the Borrower under this Agreement; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (ivii) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation Obligation of the Successor Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the such Successor Company or such Restricted Subsidiary at the time of such transaction), eitherno Default shall have occurred and be continuing; (1iii) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section 10.1(a); or (2) the Debt to Adjusted EBITDA Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction[reserved]; and (viv) each Guarantor, unless it is the other party Borrower shall have delivered to the transactions described aboveAdministrative Agent an Officers’ Certificate and an opinion of counsel, shall have by executing a guarantee in the form attached as Exhibit A hereto each stating that such consolidation, merger or transfer and such supplemental agreement (the “Guarantee”if any) confirmed that its Guarantee shall apply to such Person’s obligations under comply with this Agreement. Notwithstanding the foregoing clauses ; provided, however, that clause (iiiii) and (iv) of this Section 10.10(a), shall not be applicable to (A) the Borrower or any a Restricted Subsidiary may consolidate or amalgamate consolidating with, merge into, sell, assign merging into or transfer, lease, convey or otherwise dispose of transferring all or part of its properties and assets to the Borrower or to another Restricted Subsidiary and (B) the Borrower may merge, amalgamate or consolidate merging with an Affiliate incorporated of the Borrower solely for the purpose and with the sole effect of reincorporating the Borrower in a (another jurisdiction. For purposes of this Section 6.10, the sale, lease, conveyance, assignment, transfer or another) state other disposition of all or substantially all of the United States, the District properties and assets of Columbia, any territory one or more Subsidiaries of the United States Borrower, which properties and assets, if held by the Borrower instead of such Subsidiaries, would constitute all or any country that is a member substantially all of the European Union so long as the amount of Indebtedness properties and assets of the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and its Restricted Subsidiaries is assets of the Borrower. The Successor Company (if not increased thereby (any transaction described the Borrower) shall be the successor to the Borrower and shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement, and the predecessor Borrower, except in this sentence the case of a “Specified Merger/Transfer Transaction”)lease, shall be released from the obligation to pay the principal of and interest on the Securities. (b) Subject to the provisions of any Guarantee, any Subsidiary Guarantor shall not, and the The Borrower shall not permit any Subsidiary Guarantor to, consolidate, amalgamate to consolidate with or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of its properties or assets in one or more related transactions to, to any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions) unless: (i) such Subsidiary Guarantor is a surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, under the laws of the jurisdiction of organization of the Borrower or such Subsidiary Guarantor or under the laws of any country that is a member of the European Union (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; and (iii) unless immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Guarantor resulting, surviving or any of its Subsidiaries transferee Person as a result of such transaction as having been Incurred issued by the Successor Guarantor or such Subsidiary Person at the time of such transaction) ), no Default or Event of Default shall have occurred and be continuing. Subject to the limitations described in this Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Subsidiary Guarantor under the Guarantee and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Guarantee and such Subsidiary Guarantor’s guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a (or another) state of the United States, the District of Columbia, any territory of the United States, any country that is a member of the European Union or the jurisdiction of organization of the Borrower, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge amalgamate or consolidate with another Subsidiary Guarantor or the Borrower.