Common use of When Issuers and Subsidiary Guarantors May Merge or Transfer Assets Clause in Contracts

When Issuers and Subsidiary Guarantors May Merge or Transfer Assets. (a) Neither Issuer may, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Issuer is the surviving Person), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) Such Issuer is the surviving person, or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Issuer or such Person, as the case may be, being referred to herein as the “Successor Issuer”) and expressly assumes all the obligations of such prior Issuer, as applicable under this Indenture and the Notes or pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; provided that with respect to an Issuer, in the case where the Successor Issuer is not a corporation, at least one other Issuer is a corporation; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted 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 (with such pro forma adjustments being made consistent with those described in the definition of Pro Forma Basis) as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted Subsidiary at the time of such transaction), either (x) the Company and its Restricted Subsidiaries would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) above or (y) the ratio referred to in such Section 4.03(a) would be equal to or greater than such ratio immediately prior to such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other disposition; (iv) if the prior Issuer is not the Successor Issuer, each Issuer and Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes shall apply to such Person’s obligations under this Indenture and the Notes (in the case of the Issuers) or Note Guarantee (in the case of any Subsidiary Guarantor); and (v) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other disposition and such supplemental indentures (if any) comply with this Indenture. The Successor Issuer (if other than an Issuer) will succeed to, and be substituted for, such Issuer under this Indenture and the Notes, and in such event such Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), an Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating such Issuer in another state of the United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long as the amount of Indebtedness of such Issuer and its Restricted Subsidiaries is not increased thereby. For the avoidance of doubt, the Restructuring Transactions and the transactions contemplated by the Plan are permitted under this Indenture without compliance with the provisions of this Section 5.01. (b) Except as provided in Section 11.04 and 12.02, no Subsidiary Guarantor shall, and the Company shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not an Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) either (a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Entity”) and the Successor Entity (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Security Documents pursuant to documents or instruments in form reasonably satisfactory to the Trustee, or (b) such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance or other disposition is not in violation of Section 4.06; and (ii) the Successor Entity (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture. Except as otherwise provided in this Indenture, the Successor Entity (if other than such Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s obligations in respect of the Note Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s obligations in respect of the Note Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with, or wind up into, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, another Subsidiary Guarantor or an Issuer. (c) This Article V shall not apply to (i) a sale, assignment, transfer, conveyance or other disposition of assets, including as a result of any merger, consolidation or amalgamation, between or among the Issuers and the Restricted Subsidiaries or (ii) the lease of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole.

When Issuers and Subsidiary Guarantors May Merge or Transfer Assets. (a) Neither Issuer mayThe Company may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Issuer the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) Such Issuer the Company is the surviving person, Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than such Issuerthe Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the Xxxxxx Xxxxxx, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); provided that in the event that the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; (ii) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this Indenture and the Security Documents pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either (1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or (2) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be no less than such ratio for the Issuers and their Restricted Subsidiaries immediately prior to such transaction; (v) if the Company is not the Successor Company, each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (vi) the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company (if other than the Company) will succeed to, and be substituted for, the Company under this Indenture, the Notes and the Security Documents, and in such event the Company will automatically be released and discharged from its obligations under this Indenture, the Notes and the Security Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (a) the Company or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary, and (b) the Company may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States (collectively, a “Permitted Jurisdiction”) or may convert into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries including, for the avoidance of doubt, pursuant to Permitted Securitization Financings. (b) Subject to the provisions of Section 12.02(b), no Co-Issuer or a Subsidiary Guarantor shall, and the Company shall not permit the Co-Issuer or any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Co-Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) either (A) the Co-Issuer or such Subsidiary Guarantor, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Co-Issuer or such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation (in the case of the Co-Issuer) or a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such the Co-Issuer or such Person, as the case may be, being referred to herein as the “Successor Issuer”) and expressly assumes all the obligations of such prior Issuer, as applicable under this Indenture and the Notes or pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; provided that with respect to an Issuer, in the case where the Successor Issuer is not a corporation, at least one other Issuer is a corporation; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted 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 (with such pro forma adjustments being made consistent with those described in the definition of Pro Forma Basis) as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Issuer or such Restricted Subsidiary at the time of such transaction), either (x) the Company and its Restricted Subsidiaries would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) above or (y) the ratio referred to in such Section 4.03(a) would be equal to or greater than such ratio immediately prior to such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other disposition; (iv) if the prior Issuer is not the Successor Issuer, each Issuer and Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes shall apply to such Person’s obligations under this Indenture and the Notes (in the case of the Issuers) or Note Guarantee (in the case of any Subsidiary Guarantor); and (v) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other disposition and such supplemental indentures (if any) comply with this Indenture. The Successor Issuer (if other than an Issuer) will succeed to, and be substituted for, such Issuer under this Indenture and the Notes, and in such event such Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), an Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating such Issuer in another state of the United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long as the amount of Indebtedness of such Issuer and its Restricted Subsidiaries is not increased thereby. For the avoidance of doubt, the Restructuring Transactions and the transactions contemplated by the Plan are permitted under this Indenture without compliance with the provisions of this Section 5.01. (b) Except as provided in Section 11.04 and 12.02, no Subsidiary Guarantor shall, and the Company shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not an Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) either (a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor EntitySuccessor”) ), and the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) expressly assumes all the obligations of the Co-Issuer or such Subsidiary Guarantor under this Indenture Indenture, the Notes and the Security Documents or the Subsidiary Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trustee, or (bB) such sale or disposition or consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance amalgamation or other disposition merger is not in violation of Section 4.06; and (ii) the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance merger or other disposition transfer and such supplemental indenture (if any) comply with this Indenture. Except as otherwise provided in this Indenture, the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) will succeed to, and be substituted for, the Co-Issuer or such Subsidiary Guarantor under this Indenture Indenture, the Notes and such the Security Documents or the Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable, and the Co-Issuer or such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such the Notes or its Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable. Notwithstanding the foregoing, (1) the Co-Issuer or a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in another state a Permitted Jurisdiction or (other than the Co-Issuer) may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of the United States, the District of Columbia or any territory of the United States Permitted Jurisdiction so long as the amount of Indebtedness of the Co-Issuer or such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate withwith an Issuer or any Restricted Subsidiary. In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, another to an Issuer or any Subsidiary Guarantor or an IssuerGuarantor. (c) This Article V shall not apply to (i) a sale, assignment, transfer, conveyance or other disposition of assets, including as a result of any merger, consolidation or amalgamation, between or among the Issuers and the Restricted Subsidiaries or (ii) the lease of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole.

When Issuers and Subsidiary Guarantors May Merge or Transfer Assets. (a) Neither Issuer mayAny of the Issuers may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) Such such Issuer is the surviving person, or continuing Person or the Person formed by or surviving or continuing any such consolidation, amalgamation, merger, winding up or conversion (if other than such Issuerone of the Issuers) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof under the laws of the Netherlands, as applicable (such Issuer or such Person, as the case may be, being referred to herein as called the “Successor IssuerCompany”); provided that any Successor Company to the U.S. Issuer shall be organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) and the Successor Company (if other than one of the Issuers) expressly assumes all the obligations of such prior Issuer, as applicable Issuer under this Indenture and the Notes or pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee; provided that with respect to an Issuer, in the case where the Successor Issuer is not a corporation, at least one other Issuer is a corporationinstruments; (iiiii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Issuer Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; (iiiiv) immediately after giving pro forma effect to such transaction (with such pro forma adjustments being made consistent with those described in the definition of Pro Forma Basis) transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Issuer Company or such Restricted Subsidiary at the time of such transaction), either either (x1) the Successor Company and its Restricted Subsidiaries would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) above or ); or (y2) the ratio referred to in such Section 4.03(a) Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater no less than such ratio for the Dutch Issuer immediately prior to such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other dispositiontransaction; (ivv) if the prior an Issuer is not the Successor IssuerCompany, each Issuer and Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes (in the case of the Issuers) or Note Guarantee (in the case of any Subsidiary Guarantor)Notes; and (vvi) the Issuers Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance amalgamation or other disposition transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Issuer Company (if other than an Issuer) will succeed to, and be substituted for, such the applicable Issuer under this Indenture and the Notes, and in such event such Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), an (A) any Issuer or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary and (B) any of the Issuers may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, States or the District of Columbia Columbia, or any territory under the laws of the United States Netherlands, as applicable or may convert into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of such the Issuer and its the Restricted Subsidiaries is not increased thereby; provided that any Successor Company to the U.S. Issuer shall only be organized or existing under the laws of the United States, any state thereof or the District of Columbia. For This Section 5.01(a) will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the avoidance of doubt, the Restructuring Transactions Issuers and the transactions contemplated by the Plan are permitted under this Indenture without compliance with the provisions of this Section 5.01Restricted Subsidiaries. (b) Except as provided in Subject to the provisions of Section 11.04 and 12.0212.02(b), no Subsidiary Guarantor shall, and the Company Dutch Issuer shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not an Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) either (aA) such Subsidiary Guarantor is the surviving or continuing Person or the Person formed by or surviving or continuing any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia, under the laws of any member of the European Union on the Issue Date, Canada or any territory thereof a province thereof, Australia, the Isle of Man, Alderney or the jurisdiction of organization or existence of the Subsidiary Guarantor immediately prior to such consolidation, amalgamation, merger, sale, assignment, transfer, lease, conveyance or other disposition, as applicable (collectively “Permitted Jurisdiction”) (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor EntitySubsidiary Guarantor”) and the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Security Documents Notes and the Subsidiary Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trusteeinstruments, or (bB) such sale or disposition or consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance amalgamation or other disposition merger is not in violation of Section 4.06; and (ii) the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance merger or other disposition transfer and such supplemental indenture (if any) comply with this Indenture. Except as otherwise provided in this Indenture, the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture Indenture, the Notes and such the Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture Indenture, the Notes and such its Subsidiary Guarantor’s obligations in respect of the Note Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in another state a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of the United States, the District of Columbia or any territory of the United States Permitted Jurisdiction so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate withwith any of the Issuers or any Restricted Subsidiary. In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, another Subsidiary Guarantor or an Issuer. (c) This Article V shall not apply to (i) a sale, assignment, transfer, conveyance or other disposition of assets, including as a result of any merger, consolidation or amalgamation, between or among the Issuers and the or any Restricted Subsidiaries or (ii) the lease of all or substantially all of the assets of Company and its Subsidiaries, taken as a wholeSubsidiary.

When Issuers and Subsidiary Guarantors May Merge or Transfer Assets. (a) Neither Issuer mayThe Company may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into into, consummate a Delaware LLC Division (whether or not such Issuer the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) Such Issuer the Company is the surviving person, Person or the Person formed by or surviving any such consolidation, amalgamation, Delaware LLC Division, merger, winding up or conversion (if other than such Issuerthe Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Issuer the Company or such Person, as the case may be, being referred to herein as called the “Successor IssuerCompany”); provided that in the event that the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; (ii) and the Successor Company (if other than the Company) expressly assumes all the obligations of such prior Issuer, as applicable the Company under this Indenture and the Notes or Security Documents pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee; provided that with respect to an Issuer, in the case where the Successor Issuer is not a corporation, at least one other Issuer is a corporation; (iiiii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Issuer Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; (iiiiv) immediately after giving pro forma effect to such transaction (with such pro forma adjustments being made consistent with those described in the definition of Pro Forma Basis) transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Issuer Company or such Restricted Subsidiary at the time of such transaction), either either (x1) the Successor Company and its Restricted Subsidiaries would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) above or ); or (y2) the ratio referred to in such Section 4.03(a) Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater no less than such ratio for the Issuers and their Restricted Subsidiaries immediately prior to such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other dispositiontransaction; (ivv) if the prior Issuer Company is not the Successor IssuerCompany, each Issuer and Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes (in the case of the Issuers) or Note Guarantee (in the case of any Subsidiary Guarantor)Notes; and (vvi) the Issuers Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance amalgamation or other disposition transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Issuer Company (if other than an Issuerthe Company) will succeed to, and be substituted for, such Issuer the Company under this Indenture Indenture, the Notes and the NotesSecurity Documents, and in such event such Issuer the Company will automatically be released and discharged from its obligations under this Indenture Indenture, the Notes and the NotesSecurity Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), an Issuer (a) the Company or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary, and (b) the Company may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating such Issuer or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States (collectively, a “Permitted Jurisdiction”) or may convert into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of such Issuer the Company and its the Restricted Subsidiaries is not increased thereby. For This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries including, for the avoidance of doubt, the Restructuring Transactions and the transactions contemplated by the Plan are permitted under this Indenture without compliance with the provisions of this Section 5.01pursuant to Permitted Securitization Financings. (b) Except as provided in Subject to the provisions of Section 11.04 and 12.0212.02(b), no none of the Co-Issuer or any Subsidiary Guarantor shall, and the Company shall not permit the Co-Issuer or any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into into, consummate a Delaware LLC Division (whether or not an the Co-Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) either (aA) the Co-Issuer or such Subsidiary Guarantor Guarantor, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation amalgamation, Delaware LLC Division or merger (if other than the Co-Issuer or such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation (in the case of the Co-Issuer) or a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Co-Issuer or such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor EntitySuccessor”) ), and the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) expressly assumes all the obligations of the Co-Issuer or such Subsidiary Guarantor under this Indenture Indenture, the Notes and the Security Documents or the Subsidiary Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trustee, or (bB) such sale or disposition or consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance amalgamation or other disposition merger is not in violation of Section 4.06; and (ii) the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance merger or other disposition transfer and such supplemental indenture (if any) comply with this Indenture. Except as otherwise provided in this Indenture, the Successor Entity (if other than the Co-Issuer or such Subsidiary Guarantor) will succeed to, and be substituted for, the Co-Issuer or such Subsidiary Guarantor under this Indenture Indenture, the Notes and such the Security Documents or the Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable, and the Co-Issuer or such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such the Notes or its Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable. Notwithstanding the foregoing, (1) the Co-Issuer or a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in another state a Permitted Jurisdiction or (other than the Co-Issuer) may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of the United States, the District of Columbia or any territory of the United States Permitted Jurisdiction so long as the amount of Indebtedness of the Co-Issuer or such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate withwith an Issuer or any Restricted Subsidiary. In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, another to an Issuer or any Subsidiary Guarantor or an IssuerGuarantor. (c) This Article V shall not apply to (i) a sale, assignment, transfer, conveyance or other disposition of assets, including as a result of any merger, consolidation or amalgamation, between or among the Issuers and the Restricted Subsidiaries or (ii) the lease of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole.

When Issuers and Subsidiary Guarantors May Merge or Transfer Assets. (a) Neither Issuer mayThe Company may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Issuer the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) Such Issuer the Company is the surviving person, Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than such Issuerthe Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Issuer the Company or such Person, as the case may be, being referred to herein as called the “Successor IssuerCompany”) and expressly assumes all the obligations of such prior Issuer, as applicable under this Indenture and the Notes or pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee); provided that with respect to an Issuer, in the case where event that the Successor Issuer Company is not a corporation, at least one other Issuer a co-obligor of the Notes is a corporation; (ii) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Company under this Indenture and the Security Documents pursuant to supplemental indentures or other applicable documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Issuer or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; (iiiiv) immediately after giving pro forma effect to such transaction (with such pro forma adjustments being made consistent with those described in the definition of Pro Forma Basis) transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Issuer Company or any of its Restricted Subsidiaries Subsidiary as a result of such transaction as having been Incurred by the Successor Issuer Company or such Restricted Subsidiary at the time of such transaction), either either (x1) the Successor Company and its Restricted Subsidiaries would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) above or ); or (y2) the ratio referred to in such Section 4.03(a) Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater no less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance or other dispositiontransaction; (ivv) if the prior Issuer Company is not the Successor IssuerCompany, each Issuer and Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes (in the case of the Issuers) or Note Guarantee (in the case of any Subsidiary Guarantor)Notes; and (vvi) the Issuers Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, wind up, conversion, sale, assignment, transfer, conveyance amalgamation or other disposition transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Issuer Company (if other than an the Issuer) will succeed to, and be substituted for, such Issuer the Company under this Indenture Indenture, the Notes and the NotesSecurity Documents, and in such event such Issuer the Company will automatically be released and discharged from its obligations under this Indenture Indenture, the Notes and the NotesSecurity Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), an Issuer (A) the Company or any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary and (B) the Company may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating such Issuer or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States (collectively, “Permitted Jurisdiction”) or may convert into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of such Issuer the Company and its the Restricted Subsidiaries is not increased thereby. For This Section 5.01(a) will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the avoidance of doubt, the Restructuring Transactions Company and the transactions contemplated by the Plan are permitted under this Indenture without compliance with the provisions of this Section 5.01Restricted Subsidiaries. (b) Except The Co-Issuer may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Co-Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (i) the Co-Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than the Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Co-Issuer or such Person, as provided the case may be, being herein called the “Successor Co-Issuer”) and the Successor Co-Issuer (if other than the Co-Issuer) expressly assumes all of the obligations of the Co-Issuer under this Indenture and the Security Documents and the Notes pursuant to a supplemental indenture or other documents or instruments; or (ii) after giving effect thereto, at least one obligor of the Notes shall be a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof. The Successor Co-Issuer (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture, the Notes and the Security Documents, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Security Documents. This Section 5.01(b) will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Co-Issuer and the Restricted Subsidiaries. (c) Subject to the provisions of Section 11.04 and 12.02Section 12.02(b), no Subsidiary Guarantor shall, and the Company shall not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not an Issuer or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in any case in connection with the Restructuring Transactions) unless: (i) either (aA) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor EntitySubsidiary Guarantor”) and the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and Indenture, the Notes, the Security Documents and the Subsidiary Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trusteeinstruments, or (bB) such sale or disposition or consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance amalgamation or other disposition merger is not in violation of Section 4.06; and (ii) the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, wind up, sale, assignment, transfer, conveyance merger or other disposition transfer and such supplemental indenture (if any) comply with this Indenture. Except as otherwise provided in this Indenture, the Successor Entity Subsidiary Guarantor (if other than such Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture Indenture, the Notes, the Security Documents and such the Subsidiary Guarantor’s obligations in respect of the Note Guarantee, as applicable, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture Indenture, the Notes, the Security Documents and such its Subsidiary Guarantor’s obligations in respect of the Note Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in another state a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of the United States, the District of Columbia or any territory of the United States Permitted Jurisdiction so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate withwith an Issuer or any Subsidiary Guarantor. In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to(collectively, another Subsidiary Guarantor a “Transfer”) to the Company or an Issuerany Restricted Subsidiary. (c) This Article V shall not apply to (i) a sale, assignment, transfer, conveyance or other disposition of assets, including as a result of any merger, consolidation or amalgamation, between or among the Issuers and the Restricted Subsidiaries or (ii) the lease of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole.