Common use of Consolidation, Amalgamation, Merger, or Sale of Assets Clause in Contracts

Consolidation, Amalgamation, Merger, or Sale of Assets. The Company will not, directly or indirectly: (i) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the Company’s properties or assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (1) either: (A) the Company is the surviving entity; or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of a Permitted Jurisdiction; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (B) have had a Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries not less than the actual Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, amalgamation, merger or sale, and the execution of the supplemental indenture (if any) have been complied with. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes of the foregoing, entry by the Company or any Subsidiary of the Company into one or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This Section 5.01 will not apply to any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and any of its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to any consolidation, amalgamation or merger of the Company (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate of the Company solely for the purpose of reorganizing the Company under the laws of the United States, any state of the United States or the District of Columbia. Notwithstanding the preceding provisions, the Company may reorganize as any other form of entity provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law).

Consolidation, Amalgamation, Merger, or Sale of Assets. The Company will not, directly or indirectly: (i) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the Company’s properties or assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: : (1) either: : (A) the Company is the surviving entity; or or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of a Permitted Jurisdiction; ; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made 103 KE 79433857.6 assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; ; (3) immediately after such transaction, no Default or Event of Default exists; ; (4) the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (B) have had a Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries not less than the actual Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and and (5) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, amalgamation, merger or sale, and the execution of the supplemental indenture (if any) have been complied with. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes of the foregoing, entry by the Company or any Subsidiary of the Company into one or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This Section 5.01 will not apply to any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and any of its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to any consolidation, amalgamation or merger of the Company (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate of the Company solely for the purpose of reorganizing the Company under the laws of the United States, any state of the United States or the District of Columbia. Notwithstanding the preceding provisions, the Company may reorganize as any other form of entity provided that: : (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Xxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law).104 KE 79433857.6

Consolidation, Amalgamation, Merger, or Sale of Assets. The (a) Neither the Company will notnor the Initial Borrower will, directly or indirectly: (i1) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) Person; or (ii2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the CompanyInitial Borrower’s properties or assets (determined on a consolidated basis for the Company Initial Borrower and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (1i) either: either (Aa) the Company or the Initial Borrower is the surviving entity; or or (Bb) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyCompany or the Initial Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of a Permitted JurisdictionCanada or any province or territory thereof or the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyInitial Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Initial Borrower, as the case may be, under the Notes and this Indenture Loan Documents pursuant to a supplemental indenture arrangements reasonably satisfactory to the TrusteeCollateral Agent; (3iii) immediately after such transaction, no Default or Event of Default exists;; and (4iv) (a) the Company or the Initial Borrower or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Initial Borrower or the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a6.02(a) or (Bb) have had a the Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries would not be less than the actual Fixed Charge Coverage Ratio such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, amalgamation, merger or sale, and the execution of the supplemental indenture (if any) have been complied with. In addition, neither the Company will notnor the Initial Borrower will, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes . (b) Section 6.06(a) will not apply to: (i) a merger of the foregoing, entry by the Company or the Initial Borrower with an Affiliate solely for the purpose of reincorporating the Company or the Initial Borrower under the laws of Canada or any Subsidiary province or territory thereof or the United States, any state of the Company into one United States or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This Section 5.01 will not apply to the District of Columbia; or (ii) any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Initial Borrower and the Company or the Initial Borrower or the Company and any Loan Party, including any amalgamation or such other transaction among the Company, Holdco and the Initial Borrower. (c) A Subsidiary Loan Party may not sell or otherwise dispose of all or substantially all of its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to any consolidationassets to, amalgamation or merger of the Company (1) consolidate with or merge with or into one of its Restricted Subsidiaries for any purpose (whether or (2) with or into an Affiliate of not such Subsidiary Loan Party is the Company solely for surviving Person), another Person, other than the purpose of reorganizing the Company under the laws of the United StatesCompany, any state of the United States or the District of Columbia. Notwithstanding the preceding provisionsHoldco, the Company may reorganize as any other form of entity provided thatInitial Borrower or another Subsidiary Loan Party, unless: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4i) immediately after such reorganization giving effect to that transaction, no Default (other than a Reporting Default) or Event of Default exists; and (5ii) either: (A) the Person acquiring the property in any such reorganization is not materially adverse sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Loan Party under the Loan Documents pursuant to arrangements reasonably satisfactory to the Holders Administrative Agent; or Beneficial Owners (B) the Net Proceeds of such sale or other disposition are applied in accordance with the Notes (for purposes applicable provisions of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law)Agreement.

Consolidation, Amalgamation, Merger, or Sale of Assets. (a) The Company Lead Borrower will not, directly or indirectly: (i1) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) Person; or (ii2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the CompanyLead Borrower’s properties or assets (determined on a consolidated basis for the Company Lead Borrower and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (1) either: (Aa) the Company Lead Borrower is the surviving entity; or or (Bb) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyLead Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership (including a master limited partnership) or limited liability company organized or existing under the laws of a Permitted Jurisdictionthe United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyLead Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Lead Borrower, as the case may be, under the Notes and this Indenture Loan Documents pursuant to a supplemental indenture arrangements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (B) have had a Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries not less than the actual Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transactionCollateral Agent; and (5iii) the Company delivers to the Trustee an Officer’s Certificate immediately before and an Opinion of Counsel, each stating that all conditions precedent relating after giving effect to such consolidation, amalgamation, merger or sale, and transaction the execution of the supplemental indenture (if any) have been complied withOther Payment Conditions are met. In addition, the Company Borrower will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes of the foregoing, entry by the Company or any Subsidiary of the Company into one or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This . (b) Section 5.01 6.06(a) will not apply to to: (i) any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company Lead Borrower and any of its Restricted Subsidiaries. Clauses Loan Party; (3ii) and (4) of this Section 5.01 will not apply to any consolidation, amalgamation or a merger of the Company (1) Lead Borrower with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate of the Company solely for the purpose of reorganizing reincorporating the Company Lead Borrower under the laws of the United States, any state of the United States or the District of Columbia. Notwithstanding the preceding provisions, the Company may reorganize as any other form of entity provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5iii) any transaction contemplated by the Merger Agreement. (c) A Subsidiary Loan Party may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such reorganization Subsidiary Loan Party is not materially adverse the surviving Person), another Person, other than the Lead Borrower or another Subsidiary Loan Party, unless immediately before and after giving effect to such transaction the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law)Other Payment Conditions are met.

Consolidation, Amalgamation, Merger, or Sale of Assets. The (a) Neither the Company will notnor the Initial Borrower will, directly or indirectly: (i1) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) Person; or (ii2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the CompanyInitial Borrower’s properties or assets (determined on a consolidated basis for the Company Initial Borrower and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (1i) either: either (Aa) the Company or the Initial Borrower is the surviving entity; or or (Bb) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyCompany or the Initial Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of a Permitted JurisdictionCanada or any province or territory thereof or the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyInitial Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Initial Borrower, as the case may be, under the Notes and this Indenture Loan Documents pursuant to a supplemental indenture arrangements reasonably satisfactory to the TrusteeCollateral Agent; (3iii) immediately after such transaction, no Default or Event of Default exists;; and (4iv) (a) the Company or the Initial Borrower or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Initial Borrower or the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a6.02(a) or (Bb) have had a the Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries would not be less than the actual Fixed Charge Coverage Ratio such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, amalgamation, merger or sale, and the execution of the supplemental indenture (if any) have been complied with. In addition, neither the Company will notnor the Borrower will, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes . (b) Section 6.06(a) will not apply to: (i) a merger of the foregoing, entry by the Company or the Initial Borrower with an Affiliate solely for the purpose of reincorporating the Company or the Initial Borrower under the laws of Canada or any Subsidiary province or territory thereof or the United States, any state of the Company into one United States or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This Section 5.01 will not apply to the District of Columbia; or (ii) any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Initial Borrower and the Company or the Initial Borrower or the Company and any Loan Party, including any amalgamation or such other transaction among the Company, Holdco and the Initial Borrower. (c) A Subsidiary Loan Party may not sell or otherwise dispose of all or substantially all of its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to any consolidationassets to, amalgamation or merger of the Company (1) consolidate with or merge with or into one of its Restricted Subsidiaries for any purpose (whether or (2) with or into an Affiliate of not such Subsidiary Loan Party is the Company solely for surviving Person), another Person, other than the purpose of reorganizing the Company under the laws of the United StatesCompany, any state of the United States or the District of Columbia. Notwithstanding the preceding provisionsHoldco, the Company may reorganize as any other form of entity provided thatInitial Borrower or another Subsidiary Loan Party, unless: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4i) immediately after such reorganization giving effect to that transaction, no Default (other than a Reporting Default) or Event of Default exists; and (5ii) either: (A) the Person acquiring the property in any such reorganization is not materially adverse sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Loan Party under the Loan Documents pursuant to arrangements reasonably satisfactory to the Holders Administrative Agent; or Beneficial Owners (B) the Net Proceeds of such sale or other disposition are applied in accordance with the Notes (for purposes applicable provisions of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law)Agreement.

Consolidation, Amalgamation, Merger, or Sale of Assets. The (a) Neither the Company will notnor the Initial Borrower will, directly or indirectly: (i1) consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving entity) Person; or (ii2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the CompanyInitial Borrower’s properties or assets (determined on a consolidated basis for the Company Initial Borrower and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (1i) either: either (Aa) the Company or the Initial Borrower is the surviving entity; or or (Bb) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyCompany or the Initial Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of a Permitted JurisdictionCanada or any province or territory thereof or the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the CompanyInitial Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Initial Borrower, as the case may be, under the Notes and this Indenture Loan Documents pursuant to a supplemental indenture arrangements reasonably satisfactory to the TrusteeCollateral Agent; (3iii) immediately after such transaction, no Default or Event of Default exists;; and (4iv) (a) the Company or the Initial Borrower or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Initial Borrower or the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (A) period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a6.02(a) or (Bb) have had a the Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries would not be less than the actual Fixed Charge Coverage Ratio such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such consolidation, amalgamation, merger or sale, and the execution of the supplemental indenture (if any) have been complied with. In addition, neither the Company will notnor the Borrower will, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. For purposes . (b) Section 6.06(a) will not apply to: (i) a merger of the foregoing, entry by the Company or the Initial Borrower with an Affiliate solely for the purpose of reincorporating the Company or the Initial Borrower under the laws of Canada or any Subsidiary province or territory thereof or the United States, any state of the Company into one United States or more leases, charters, pool agreements or operations or service contracts with respect to any Offshore Units will be deemed not to constitute a sale, assignment, transfer, conveyance or other disposition subject to this covenant. This Section 5.01 will not apply to the District of Columbia; or (ii) any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Initial Borrower and the Company or the Initial Borrower or the Company and any Loan Party, including any amalgamation or such other transaction among the Company, Holdco and the Initial Borrower. (c) A Subsidiary Loan Party may not sell or otherwise dispose of all or substantially all of its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to any consolidationassets to, amalgamation or merger of the Company (1) consolidate with or merge with or into one of its Restricted Subsidiaries for any purpose (whether or (2) with or into an Affiliate of not such Subsidiary Loan Party is the Company solely for surviving Person), another Person, other than the purpose of reorganizing the Company under the laws of the United StatesCompany, any state of the United States or the District of Columbia. Notwithstanding the preceding provisionsHoldco, the Company may reorganize as any other form of entity provided thatInitial Borrower or another Subsidiary Loan Party, unless: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under the laws of the Mxxxxxxx Islands; (2) the entity so formed by or resulting from such reorganization (the “Successor Company”) is an entity organized or existing under the laws of a Permitted Jurisdiction; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4i) immediately after such reorganization giving effect to that transaction, no Default (other than a Reporting Default) or Event of Default exists; and (5ii) either: (A) the Person acquiring the property in any such reorganization is not materially adverse sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Loan Party under the Loan Documents pursuant to arrangements reasonably satisfactory to the Holders trustee; or Beneficial Owners (B) the Net Proceeds of such sale or other disposition are applied in accordance with the Notes (for purposes applicable provisions of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar national, state or local law)Agreement.