Common use of When Company May Merge or Otherwise Dispose of Assets Clause in Contracts

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Neither the Company nor the Parent shall not consolidate with or merge with or intointo (whether or not the Company or the Parent is the surviving entity), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company Parent and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company or the Parent, as applicable, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof (and, in the case of the Parent, Bermuda or the Cayman Islands); (ii) the Successor Company (if not other than the CompanyCompany or the Parent) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trusteeand, in form satisfactory to the Trusteecase of a Successor Company that is not a corporation, a corporate co-issuer, assumes all of the obligations of the Company under the Notes and this Indenture or the Parent under its Guarantee and this Indenture, as applicable, pursuant to a supplemental indenture or other documentation executed and delivered to the Trustee; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Parent, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Parent, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred as of the last day of the applicable fiscal quarter; (xA) the Parent or the Successor Company of the Parent, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or hereof; or (yB) the Consolidated Coverage Debt to Total Capitalization Ratio for the Parent and its Restricted Subsidiaries or the Successor Company and its Restricted Subsidiaries, as applicable, would be equal to or greater than the Consolidated Coverage Debt to Total Capitalization Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture;; and (v) each Guarantor (unless it is the Successor Company causes such amendments, supplements or other instruments party to be executed, delivered, filed and recorded, as applicablethe transactions above, in which case clause (i) of Section 4.1(b) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under Person’s obligations in respect of this Indenture and the Collateral Documents, Notes. (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring transfer all or part of its properties and assets to the Company or another a Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging or the Parent, as the case may be, may merge with an Affiliate of the Company or the Parent, as the case may be, solely for the purpose and with the sole effect of reincorporating the Company or the Parent, as the case may be, in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Parent and assets of one or more its Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companyis not increased thereby. (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Companybut, except in the case of a leaselease of all or substantially all its assets, shall the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(3)(A), (a)(3)(B), (a)(3)(C) and (a)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Parent with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or otherwise dispose (including by means of a series reinsurance transaction) of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not the Company) shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent, Registrar and Conversion Agent, in form satisfactory to the Trustee, Paying Agent, Registrar and Conversion Agent, all the obligations of the Company under the Notes and this Indenture;, unless such obligation to assume is waived by Holders representing a majority of the principal amount of the Notes; and (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;continuing (or would reasonably be expected to result therefrom). (iii) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; andWithout compliance with Section 4.1(a)(iii): (viii) the property and assets of the Person which is merged or consolidated any Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary so long as no Capital Stock of the Company and (B) clause (iii) shall not be applicable Subsidiary is distributed to any Person other than the Company merging or such other Subsidiary, as applicable, and (ii) the Company may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes jurisdiction to realize tax or other benefits, so long as the amount of this Section 4.1Indebtedness of the Company and its Subsidiaries is not increased thereby; provided that, in the case of a Subsidiary that merges into the Company, the saleCompany shall not be required to comply with the preceding Section 4.1(a)(iv). (c) Notwithstanding the provisions of Section 4.1(a), leaseeach Holder shall have the right, conveyance, assignment, transfer or other disposition within 20 Business Days following a Change of all or substantially all of the properties and assets of one or more Subsidiaries Control of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be require the successor to the Company to repurchase all or any part of such Holder’s Notes, for cash, at a purchase price equal to 101% of the then-outstanding principal balance of the Notes to be repurchased, plus accrued and unpaid interest on such Notes, if any, to the applicable repurchase date. (d) Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b) as applicable, and subject to the rights of the Holders pursuant to Section 4.1(d), the Company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all of its assets (determined on a consolidated basis for the Company properties and its Restricted Subsidiaries) toassets, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory of the United States; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an indenture assumes pursuant to a supplemental theretoindenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; (iiiii) 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 such 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; (iiiiv) immediately after giving pro forma effect each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by the terms of such supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such transaction, either (x) Person’s obligations in respect of this Indenture and the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction;Securities; and (ivv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documentsan Opinion of Counsel stating that such supplemental indenture is its legal, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee valid and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companybinding obligation. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, or enter into any transaction, scheme, or redomestication of substantially similar effect, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) ), if other than the Company, shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (Company, if not other than the Company) , shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent and Registrar, in form reasonably satisfactory to the Trustee, Paying Agent and Registrar, all the obligations of the Company under the Notes and this Indenture; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction, without duplication), no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (iiiiv) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a); (v) hereof or immediately after giving effect to such transaction on a pro forma basis in accordance with GAAP, the consolidation of the Successor Company with the Guarantor as a subsidiary of the Guarantor shall not cause the Total Shareholders’ Equity of the Guarantor to be less than an amount equal to (yi) the Consolidated Coverage Ratio would be equal to or greater than Total Shareholders’ Equity of the Consolidated Coverage Ratio Guarantor immediately prior to such transaction;, minus (ii) $100,000; and (ivvi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture required pursuant to clause (if anyii) comply with this Indenture;Section 4.1. (vb) Notwithstanding anything in Section 4.1(a) to the Successor contrary, any Subsidiary may consolidate with, merge with or into the Company causes or another Subsidiary so long as no Capital Stock of the Subsidiary is distributed to any Person other than the Company or such amendmentsother Subsidiary, supplements as applicable. (c) Upon satisfaction of the conditions set forth in Section 4.1(a) or other instruments to be executed, delivered, filed and recorded4.1(b), as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral be released from its obligations under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction convey or a series otherwise dispose of transactions, directly or indirectly, all or substantially all of its assets (determined on a consolidated basis for the Company properties and its Restricted Subsidiaries) toassets, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an assumes pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Securities, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) 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 such 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Successor Company would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Consolidated Coverage Ratio Company and its Restricted Subsidiaries immediately prior to such transaction; (ivv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Notwithstanding Section 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring transfer all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdictionjurisdiction to realize tax or other benefits, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company shall not be required to comply with the preceding clause (vi). For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (bc) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but the predecessor Company, except Company in the case of a leaseconveyance, transfer or lease of all or substantially all its assets shall not be released from the obligation to pay the principal of and interest on the NotesSecurities. Solely for the purpose of computing amounts under Sections 3.4(a)(3)(A), (a)(3)(B), (a)(3)(C) and (a)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trusteeand, in form satisfactory to the Trusteecase of a Successor Company that is not a corporation, a corporate co-issuer, assumes all of the obligations of the Company under the Notes and this IndentureIndenture pursuant to a supplemental indenture or other documentation executed and delivered to the Trustee; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or hereof; or (yB) the Consolidated Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture;; and (v) if the Successor Company causes such amendmentsis not the Company, supplements or each Subsidiary Guarantor (unless it is the other instruments party to be executed, delivered, filed and recorded, as applicablethe transactions above, in which case clause (i) of Section 4.1(b) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under Person’s obligations in respect of this Indenture and the Collateral Documents, Notes. (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets Indebtedness of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companyits Restricted Subsidiaries is not increased thereby. (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Companybut, except in the case of a leaselease of all or substantially all its assets, shall the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(3)(A), (a)(3)(B), (a)(3)(C) and (a)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) to, taken as a whole, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assumeand, by an in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreements and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect [reserved]; (v) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such transactionPerson’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreements shall continue to be in effect and, either to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (xvi) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.01 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; andWithout compliance with Sections 4.01(a)(iii): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and (B) clause (iii) shall or a Subsidiary Guarantor; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be applicable required to comply with Section 4.01(a)(vi), and (ii) the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding clause (i). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.01(a) or 4.01(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to other Notes Documents and the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the other Notes Documents (as applicable) and the predecessor CompanyIntercreditor Agreements, except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes. (d) Solely for the purpose of computing amounts under Sections 3.04(a)(iv)(3)(A), (a)(iv)(3)(B), (a)(iv)(3)(C) and (a)(iv)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not the Company) shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent and Registrar, in form satisfactory to the Trustee, Paying Agent and Registrar, all the obligations of the Company under the Notes and this Indenture; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period: (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Debt to Capital Ratio for the Successor Company and its Subsidiaries would be equal to or greater than the Consolidated Coverage Debt to Capital Ratio immediately prior to such transaction;; and (ivv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture required pursuant to clause (if anyii) comply with this Indenture;Section 4.1. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject Without compliance with Section 4.1(a)(iv): 52 (i) any Subsidiary may consolidate with, merge with or into or to the Lien in favor Company so long as no Capital Stock of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject Subsidiary is distributed to any Liens Person other than Permitted Liens; the Company, and (viiii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding Section 4.1(a)(iv). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b) as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.. ARTICLE

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to, any PersonPerson nor permit any Person to merge with or into the Company, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) shall 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 the Successor Company (if not the Company) shall will expressly assume, by an indenture supplemental theretohereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and Securities, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (ii) immediately before and 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 such the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall or Event of Default will have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to under paragraph (a) of Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction3.3; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vias applicable) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdictionIntercreditor Agreement. For purposes of this Section 4.1the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer sale or other disposition otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, Indenture and the Collateral Documents, but the predecessor Company, except Company in the case of a leaseconveyance, shall transfer or lease of all or substantially all of its assets will not be released from the obligation to pay the principal of and interest on the NotesSecurities. Solely for the purpose of computing amounts described in clause (3)(B), (C) and (E) of Section 3.4(a), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. (c) Notwithstanding the foregoing clauses (ii) and (iii) of Section 4.1(a) and clause (ii) of Section 4.2: (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company may merge with an Affiliate incorporated exclusively for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or otherwise dispose (including by means of a series reinsurance transaction) of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: : (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not the Company) shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent and Registrar, in form satisfactory to the Trustee, Paying Agent and Registrar, all the obligations of the Company under the Notes and this Indenture; , unless such obligation to assume is waived by Holders representing a majority of the principal amount of the Notes; and (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;continuing (or would reasonably be expected to result therefrom). (iii) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the NotesWithout compliance with Section 4.1(a)(iii): (i) any Subsidiary may consolidate with, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary so long as no Capital Stock of the Subsidiary is distributed to any Person other than the Company or such other Subsidiary, as applicable, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets Indebtedness of the Company on a consolidated basisand its Subsidiaries is not increased thereby; provided that, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a leaseSubsidiary that merges into the Company, the Company shall not be released from required to comply with the obligation to pay the principal of and interest on the Notespreceding Section 4.1(a)(iv).

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction convey or a series otherwise dispose of transactions, directly or indirectly, all or substantially all of its assets (determined on a consolidated basis for the Company properties and its Restricted Subsidiaries) toassets, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an assumes pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Notes, this Indenture and this Indenturethe Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) 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 such 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Successor Company would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the such Consolidated Coverage Ratio immediately prior to such transaction; (ivv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Notwithstanding Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring transfer all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdictionjurisdiction to realize tax or other benefits, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company shall not be required to comply with the preceding clause (vi). For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (bc) The Successor Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, Indenture and the predecessor CompanyCollateral Documents (as applicable), except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes. (d) The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Collateral Documents (as applicable), but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets shall not be released from the obligation to pay the principal of and interest on the Notes. Solely for the purpose of computing amounts under Sections 3.4(a)(3)(A), (a)(3)(B), (a)(3)(C) and (a)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assumeand, by an in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction; (ivv) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) of Section 4.1(b) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding clause (vi). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents (as applicable) and the predecessor CompanyIntercreditor Agreement. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(iv)(3)(A), except in (a)(iv)(3)(B), (a)(iv)(3)(C) and (a)(iv)(3)(D), the case Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of a leasesuch merger, shall be released from the obligation to pay the principal consolidation, combination or transfer of and interest on the Notesassets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) to, taken as a whole, in one or more related transactions, to any Person, Person unless: (i1) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States, any territory thereof or the District of Columbia and Columbia; (2) the Successor Company (if not other than the Company) and, in the case of a Successor Company that is not a corporation, a corporate co-issuer, shall expressly assume, by an assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents to which the Company is a party and the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement (as applicable); (ii3) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation Obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iii4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable Four Quarter Period; (xi) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yii) the Consolidated Coverage Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than or equal to or greater than the such Consolidated Coverage Leverage Ratio immediately prior to such transaction; (iv5) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Successor Company’s obligations under this Indenture and the Notes and that such Subsidiary Guarantor’s obligations under the Collateral Documents to which it is a party and the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement (as applicable) shall continue to be in effect; and (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, that such supplement complies with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with clauses (3) and (c4) not be subject to any Liens other than Permitted Liens; andof Section 4.1(a): (vii1) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company or a Subsidiary Guarantor; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company and (B) clause (iii) shall the Subsidiary Guarantors will not be applicable required to comply with clauses (5) and (6) of Section 4.1(a), and (2) the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes State of this Section 4.1the United States, any territory thereof or the sale, lease, conveyance, assignment, transfer District of Columbia to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead and the Subsidiary Guarantors shall not be required to comply with clauses (5) and (6) of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanySection 4.1(a). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture, the successor to Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents and the predecessor CompanyXxx Xxxx Passu Intercreditor Agreement, except the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) to, taken as a whole, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assumeand, by an in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable Four-Quarter Period; (xA) the Company, the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than or equal to or greater than the such Consolidated Coverage Leverage Ratio immediately prior to such transaction; (ivv) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding clause (vi). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents (as applicable) and the predecessor CompanyIntercreditor Agreement, except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(iv)(3)(A), (a)(iv)(3)(B), (a)(iv)(3)(C) and (a)(iv)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not the Company) shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent and Registrar, in form satisfactory to the Trustee, Paying Agent and Registrar, all the obligations of the Company under the Notes and this Indenture; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingcontinuing (or would result therefrom); (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four- quarter period: (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Debt Service Coverage Ratio for the Successor Company and its Subsidiaries would be equal to or greater than the Consolidated Debt Service Coverage Ratio immediately prior to such transaction;; and (ivv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture required pursuant to clause (if anyii) comply with this Indenture;Section 4.1. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject Without compliance with Section 4.1(a)(iv): (i) any Subsidiary may consolidate with, merge with or into or to the Lien in favor Company so long as no Capital Stock of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject Subsidiary is distributed to any Liens Person other than Permitted Liens; the Company, and (viiii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding Section 4.1(a)(iv). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b) as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or transfer, lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) to, taken as a whole, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assumeand, by an in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreements and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than or equal to or greater than the such Consolidated Coverage Leverage Ratio immediately prior to such transaction; (ivv) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreements shall continue to be in effect and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Successor Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and (B) clause (iii) shall or a Subsidiary Guarantor; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be applicable required to comply with Section 4.1(a)(vi), and (ii) the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding clause (vi). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to other Notes Documents and the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the other Notes Documents (as applicable) and the predecessor CompanyABL Intercreditor Agreement, except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(iv)(3)(A), (a)(iv)(3)(B), (a)(iv)(3)(C) and (a)(iv)(3)(D), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or conveysell, transfer or assign, transfer, lease, in one transaction convey or a series otherwise dispose of transactions, directly or indirectly, all or substantially all of its assets (determined on a consolidated basis for the Company properties and its Restricted Subsidiaries) toassets, in one or more related transactions, to any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, limited liability company or partnership organized and existing under the laws of the United States of America, any State thereof or of the United States of America, the District of Columbia and or any other territory thereof; provided that there shall be an obligor or a co-obligor that is a corporation; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an assumes pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, the Note Guarantees, this Indenture, the GM Intercreditor Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) 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 such 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period: (xA) the Successor Company would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the such Consolidated Coverage Ratio immediately prior to such transaction;; and (ivv) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Notwithstanding Sections 4.1(a)(iii) and (c) not be subject to iv), any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring transfer all or part of its properties and assets to the Company Issuer or another a Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Issuer or a Guarantor. (c) The Company shall be released from its obligations under this Indenture and the Collateral Documents (as applicable), and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Collateral Documents (B) clause (iii) as applicable), but, in the case of a lease of all or substantially all its assets, the predecessor Company shall not be applicable to the Company merging with an Affiliate of the Company solely released from its obligations under its Note Guarantee. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(3)(A), (a)(3)(B), (a)(3)(C) and with (a)(3)(D), the sole effect of reincorporating Successor Company shall only be deemed to have succeeded and be substituted for the Company in another jurisdiction. with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. (e) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all of its assets (determined on a consolidated basis for the Company properties and its Restricted Subsidiaries) toassets, in one or more related transactions, to any Person, Person unless: : (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory of the United States; (ii) the Successor Company (if not other than the Company) shall expressly assume, by an indenture assumes pursuant to a supplemental theretoindenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this Indenture; ; (iiiii) 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 such 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; ; (iiiiv) immediately after giving pro forma effect each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by the terms of such supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such transaction, either Person’s obligations in respect of this Indenture and the Securities; and (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; (ivv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documentsan Opinion of Counsel stating that such supplemental indenture is its legal, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee valid and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companybinding obligation. (b) The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or otherwise dispose (including by means of a series reinsurance transaction) of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) the Company has given Holders of the Notes at least 20 Business Days prior written notice of any such consolidation, merger, sale, assignment, transfer, lease or disposal, so that Holders may exercise their option to waive the assumption contemplated by clause (iii) below; (ii) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) ” shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (iii) the Successor Company (if not the Company) shall expressly assume, assume by an indenture supplemental theretohereto, executed and delivered to the Trustee, Paying Agent and Registrar, in form satisfactory to the Trustee, Paying Agent and Registrar, all the obligations of the Company under the each Class of Notes and this Indenture, unless such obligation to assume is waived by Holders representing a majority of the principal amount of such Class of Notes outstanding (such waiver to be given solely at the option of Holders and if not given within 20 Business Days following prior written notice as contemplated by clause (i) above, such waiver shall be deemed not granted); (iiiv) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which that becomes an obligation of the Company, the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such the Company, the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuingcontinuing (or would reasonably be expected to result therefrom); (iiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period: (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Coverage Debt to Equity Ratio for the Successor Company and its Subsidiaries would be equal to or no greater than the Consolidated Coverage Debt to Equity Ratio immediately prior to such transaction;; and (ivvi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture required pursuant to clause (if anyii) comply with this Indenture;Section 4.1. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; andWithout compliance with Section 4.1(a)(iv): (viii) the property and assets of the Person which is merged or consolidated any Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary so long as no Capital Stock of the Company and (B) clause (iii) shall not be applicable Subsidiary is distributed to any Person other than the Company merging or such other Subsidiary, as applicable, and (ii) the Company may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes jurisdiction to realize tax or other benefits, so long as the amount of this Section 4.1Indebtedness of the Company and its Subsidiaries is not increased thereby; provided that, in the case of a Subsidiary that merges into the Company, the saleCompany shall not be required to comply with the preceding Section 4.1(a)(iv). (c) Notwithstanding the provisions of Section 4.1(a), leaseeach Holder shall have the right, conveyance, assignment, transfer or other disposition within 20 Business Days following a Change of all or substantially all of the properties and assets of one or more Subsidiaries Control of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The Successor Company shall be require the successor to the Company to repurchase all or any part of such Holder’s Notes, for cash, at a purchase price equal to 102% of the then-outstanding principal balance of the Notes to be repurchased, plus accrued and unpaid interest on such Notes, if any, to the applicable repurchase date. (d) Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b) as applicable, and subject to the rights of the Holders pursuant to Section 4.1(d), the Company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its of the properties and assets (determined on a consolidated basis for of the Company and its Restricted Subsidiaries) , taken as a whole, in one or more related transactions, to, any Person, Person unless: (i) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or of the United States, the District of Columbia and or any territory thereof; (ii) the Successor Company (if not other than the Company) shall expressly assumeand, by an in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture supplemental theretoor other documentation instruments, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes and Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (iiiii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Company, 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; (iiiiv) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four-quarter period; (xA) the Company or the Successor Company Company, as applicable, would be able to Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 3.3(a) hereof or ); or (yB) the Consolidated Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction; (ivv) if the Successor Company is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Section 4.1 and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture;. (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, Without compliance with Sections 4.1(a)(iii) and (c) not be subject to any Liens other than Permitted Liens; andiv): (viii) the property and assets of the Person which is merged or consolidated any Restricted Subsidiary may consolidate with, merge with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary of is distributed to any Person other than the Company and or a Subsidiary Guarantor, and (Bii) clause (iii) shall not be applicable to the Company merging may merge with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer jurisdiction to realize tax or other disposition benefits, so long as the amount of all or substantially all Indebtedness of the properties Company and assets its Restricted Subsidiaries is not increased thereby; provided that, in the case of one or more Subsidiaries of a Restricted Subsidiary that merges into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of shall not be required to comply with the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companypreceding clause (vi). (bc) The Successor Upon satisfaction of the conditions set forth in Section 4.1(a) or 4.1(b), as applicable, the Company shall be released from its obligations under this Indenture and the successor to the Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents (as applicable) and the predecessor CompanyIntercreditor Agreement,. (d) Solely for the purpose of computing amounts under Sections 3.4(a)(iv)(3)(A), except in (a)(iv)(3)(B), (a)(iv)(3)(C) and (a)(iv)(3)(D), the case Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of a leasesuch merger, shall be released from the obligation to pay the principal consolidation, combination or transfer of and interest on the Notesassets.

When Company May Merge or Otherwise Dispose of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or convey, transfer transfer, lease or lease, in one transaction or a series otherwise dispose of transactions, directly or indirectly, all or substantially all its assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to, any PersonPerson nor permit any Person to merge with or into the Company, unless: (i) the resulting, surviving or transferee Person (the “"Successor Company”") shall 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 the Successor Company (if not the Company) shall will expressly assume, by an indenture supplemental theretohereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (ii) immediately before and 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 such the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall or Event of Default will have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, either (x) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to under paragraph (a) of Section 3.3(a) hereof or (y) the Consolidated Coverage Ratio would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction3.3; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations in respect of the Indenture and the Securities; and (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; (v) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens created by the Collateral Documents on the Collateral owned by or transferred to the Successor Company; (vi) the Collateral owned by or transferred to the Successor Company shall (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Liens other than Permitted Liens; and (vii) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. provided, however, (A) that the foregoing shall not prohibit a Restricted Subsidiary of the Company from merging into or transferring all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) clause (iii) shall not be applicable to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. For purposes of this Section 4.1the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer sale or other disposition otherwise, in a single transactions or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basisCompany, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) . The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company, except Company in the case of a leaseconveyance, shall transfer, lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the NotesSecurities. Solely for the purpose of computing amounts described in clause 3(A) of Section 3.4(a), the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Notwithstanding clauses (ii) and (iii) of the first sentence of this Section 4.1: (1) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (2) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.