Common use of Consolidation, Merger or Sale of Assets by the Company Clause in Contracts

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets in one or more related transactionstransactions to, any Person, or permit any Person to another corporation, Person merge with or entity unlessinto it unless each of the following conditions is satisfied: (i) immediately after giving effect to such transaction and any related incurrence of Indebtedness or issuance of Disqualified Stock, no Default or Event of Default shall have occurred and be continuing; (ii) either (A) the Company shall be the continuing Person, or (ii) the entity formed by such consolidation or into which the Company is the surviving corporation or the entity merged, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall properties and assets will have been made is a corporation conveyed or transferred, assumes the Company's obligation as to the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the Notes and the performance and observance of every covenant to be performed by the Company under the Indenture, the Notes and the Registration Rights Agreement; any such entity will be organized or existing under the laws of the United States, any state one of the States thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, (A) except in the case of a merger or consolidation with, or a sale, assignment, transfer, conveyance or other disposition to, a Permitted Holder, will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and transaction; and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the (i) have a Fixed Charge Coverage Ratio test set forth in Section 4.06(a). of at least 2.0 to 1 or (ii) have a greater Fixed Charge Coverage Ratio than the Company's Fixed Charge Coverage Ratio immediately before the transaction; and (iv) each of the Issuers has delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that the transaction complies with these conditions. (b) The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (consideration, other than common stock Qualified Equity Interests in the surviving Person or the Company) , shall be issued or distributed to the stockholders holders of Equity Interests of the Company. (bc) The Company will not lease all or substantially all its assets in one or more related transactions to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or conveyor otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Notes and this Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) either: (A) the Company or the entity or person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction, or (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, either (I) at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a) or (AII) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, Fixed Charge Coverage Ratio at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, period will be permitted equal to incur at least $1.00 of additional Indebtedness pursuant or greater than it was immediately before such transaction; provided that this clause (iv) will terminate and cease to have any further effect from and after the Fixed Charge Coverage Ratio test set forth in Section 4.06(a)first date when the Notes are rated Investment Grade. The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary of the Company with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may shall not merge or consolidate or merge combine with or into (whether or, directly or not the Company is the surviving corporation)indirectly, or sell, assign, transferconvey, convey lease, transfer or otherwise dispose of all or substantially all of its assets to any Person or persons in one a single transaction or more related through a series of transactions, to another corporation, Person or entity unless: (i) the Company shall be the continuing person or, if the Company is not the continuing person, the resulting, surviving corporation or transferee person (the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company“Surviving Entity”) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation company organized or and existing under the laws of the United States, States or any state thereof State or the District of Columbiaterritory; (ii) the corporation formed by or surviving any such consolidation or merger (if other than Surviving Entity shall expressly assume all of the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company ’s obligations under the Notes, the Indenture Securities and the Security Documents Indenture, and shall, if required by law to which it is a party pursuant to effectuate the assumption, execute a supplemental indenture in form reasonably satisfactory which will be delivered to the Trustee; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default existshas occurred and is continuing; and (iv) the Company or the entity Surviving Entity will have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or Person formed by series of transactions and a supplemental indenture, if any, complies with this Section 8.01 and that all conditions precedent in the Indenture relating to the transaction or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall series of transactions have been made satisfied. (Ab) will have a Consolidated Net Worth immediately after The restrictions in paragraph Sections 8.01(a)(iii) and 8.01(a)(iv) shall not be applicable to: (i) the transaction equal to merger or greater than the Consolidated Net Worth consolidation of the Company immediately preceding with an affiliate of the Company if the Board of Directors determines in good faith that the purpose of such transaction and is principally to change the state of incorporation of the Company or convert the form of organization of the Company to another form; or (Bii) except with respect to a consolidation or the merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning single direct or indirect wholly owned subsidiary of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Company pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger 251(g) (or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Companysuccessor provision) shall be issued or distributed to the stockholders of the CompanyGeneral Corporation Law of the State of Delaware. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may shall not consolidate consolidate, merge, combine or merge amalgamate with or into (whether or not the Company is the surviving corporationentity), any other Person or sellconvey, assign, transfer, convey transfer or otherwise dispose of all lease its property and assets as an entirety or substantially all its assets in one as an entirety, or more related transactionspermit any other Person to consolidate, to another corporationmerge, Person combine or entity amalgamate with or into the Company unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation consolidation, merger, combination or merger amalgamation (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (A) the United States, any state thereof, the District of Columbia or Singapore or (B) a Subject Country, in which case the Company must have satisfied its obligations as set forth in Section 5.02; (ii) if the Company is not the surviving entity, such surviving or successor Person will have a Consolidated Net Worth expressly assume, by supplemental indenture, the due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to all of the Notes, and the performance of the Company’s obligations under the Registration Rights Agreement, the Indenture, including, if any Notes are then secured pursuant to the Indenture, any collateral documents relating thereto, and the Notes issued hereunder; (iii) immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth such transaction, including any Indebtedness which becomes an obligation of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at transaction, no Default or Event of Default exists; and (iv) the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant Company delivers to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or consolidation of a Wholly Owned Restricted Subsidiary transfer and the supplemental indenture (if any) comply with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the CompanyIndenture. (b) The Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will not lease all succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or substantially disposition of less than all its assets to another Personor a lease of all or less than all its assets, the Company will be released from its obligations under the Indenture and the Notes.

Consolidation, Merger or Sale of Assets by the Company. Except as otherwise specified as contemplated by Section 2.03, the Company shall not, directly or indirectly: (ai) The Company may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its assets Subsidiaries taken as a whole, in one or more related transactions, to another corporationPerson, Person or entity unless: (a) either: (i) the Company is the surviving corporation or the entity or corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; (iib) the corporation Person formed by or surviving any such consolidation or merger (if other than the Company) or the corporation Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made expressly assumes all the Obligations obligations of the Company under the Notes, the Securities and this Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iiic) immediately after such transaction transaction, no Default or Event of Default exists; and (ivd) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, shall have delivered to the Trustee an Opinion of Counsel stating that such transaction and any supplemental indenture entered into in connection therewith comply with all of the terms of this covenant and that all conditions precedent provided for in this covenant relating to such transaction or series of transactions have been made (A) complied with. In addition, the Company will have a Consolidated Net Worth immediately after the transaction equal to not, directly or greater than the Consolidated Net Worth indirectly, lease all or substantially all of its properties or assets of the Company immediately preceding the transaction and its Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (Ba) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at an Affiliate solely for the time purpose of such transaction and after giving pro forma effect thereto as if such transaction had occurred at reincorporating the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth Company in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Companyanother jurisdiction; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company.or (b) The any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company will not lease all or substantially all and its assets to another PersonSubsidiaries.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the assets of the Company and its assets Subsidiaries as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporationany Person, Person or entity unless:or (iiii) permit any Person to merge with or into the Company unless (1) either (x) the Company is the surviving corporation or the entity or the Person formed by continuing or surviving any such consolidation Person or merger (if other than y) the Company) resulting, surviving or to which such sale, assignment, transfer, conveyance or other disposition shall have been made transferee Person is a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or the District of Columbia; and expressly assumes by supplemental indenture (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes joinder agreement, as applicable) all of the Obligations obligations of the Company under the Notesthis Indenture, the Indenture Notes and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeAgreements; (iii2) immediately after such transaction giving effect to the transaction, no Default or Event of Default exists; andhas occurred and is continuing; (iv3) immediately after giving effect to the transaction on a pro forma basis, either (x) the Company or the entity resulting surviving or transferee Person formed by could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio set forth in the proviso to Section 4.06(a) or (y) the Fixed Charge Coverage Ratio of the Company or the resulting, surviving any such consolidation or merger (if other transferee Person would not be less than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding prior to the transaction transaction; and (4) the Company delivers to the trustee an Officer’s Certificate and an Opinion of Counsel (subject to customary exceptions and qualifications), each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided, that clauses (2) and (B3) except with respect do not apply (i) to a the consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at Wholly Owned Restricted Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) to any consolidation or merger if, in the good faith determination of the Board of Directors of the Company; provided that, in connection with any whose determination is evidenced by a Board Resolution, the sole purpose of such consolidation or merger or consolidation, no consideration (other than common stock in is to change the surviving Person or the Company) shall be issued or distributed to the stockholders jurisdiction of incorporation of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Neither the Company may not nor the Parent Guarantor will consolidate or with, merge with or into (whether into, directly or not the Company is the surviving corporation)indirectly, or sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or more a series of related transactions) to, any Person, or permit any Person to another corporationmerge with or into it, Person or entity unless: (i1) it shall be the Company is the surviving corporation or the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets (the Company) or to which such sale“Surviving Person”), assignment, transfer, conveyance or other disposition shall have been made is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof, any state thereof and shall expressly assume, by a supplemental indenture or other instrument, executed and delivered to the District Trustee, all of Columbiaits obligations under the Indenture, the Notes and the Security Documents; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii2) immediately after giving effect to such transaction transaction, no Default or Event of Default existsshall have occurred and be continuing; and (iv3) it delivers to the Company Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or the entity or Person formed by or surviving any transfer and such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance supplemental indenture or other disposition shall instrument complies with this provision and that all conditions precedent provided for herein relating to such transaction have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Companycomplied with. (b) The Parent Guarantor may merge with or into the Company will not lease all pursuant to the provisions described above. In addition, notwithstanding the foregoing, the Company or substantially all the Parent Guarantor may transfer its property or assets to another Persona Guarantor. (c) The Surviving Person will succeed to, and except in the case of a lease be substituted for, the Company or the Parent Guarantor, as applicable, under the Indenture and the Notes.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets in one or more related transactionstransactions to, any Person, or permit any Person to another corporation, Person merge with or entity unlessinto it unless each of the following conditions is satisfied: (i) Immediately after giving effect to such transaction and any related incurrence of Indebtedness or issuance of Disqualified Stock, no Default or Event of Default shall have occurred and be continuing; (ii) Either (A) the Company shall be the continuing Person, or (ii) the entity formed by such consolidation or into which the Company is the surviving corporation or the entity merged, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall properties and assets will have been made is a corporation conveyed or transferred, assumes the Company's obligation as to the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the Notes and the performance and observance of every covenant to be performed by the Company under the Indenture, the Notes and the Registration Rights Agreement; any such entity will be organized or existing under the laws of the United States, any state one of the States thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iviii) the Company or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, (A) except in the case of a merger or consolidation with, or a sale, assignment, transfer, conveyance or other disposition to, a Permitted Holder, will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and transaction; and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the (i) have a Fixed Charge Coverage Ratio test set forth in Section 4.06(a). of at least 2.0 to 1 or (ii) have a greater Fixed Charge Coverage Ratio than the Company's Fixed Charge Coverage Ratio immediately before the transaction; and (iv) each of the Issuers has delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that the transaction complies with these conditions. (b) The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (consideration, other than common stock Qualified Equity Interests in the surviving Person or the Company) , shall be issued or distributed to the stockholders holders of Equity Interests of the Company. (bc) The Company will not lease all or substantially all its assets in one or more related transactions to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or conveyor otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, Notes and the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may shall not consolidate consolidate, merge, combine or merge amalgamate with or into (whether or not the Company is the surviving corporationentity), any other Person or sellconvey, assign, transfer, convey transfer or otherwise dispose of all lease its property and assets as an entirety or substantially all its assets in one as an entirety, or more related transactionspermit any other Person to consolidate, to another corporationmerge, Person combine or entity amalgamate with or into the Company unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation consolidation, merger, combination or merger amalgamation (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (A) will have a Consolidated Net Worth immediately after the transaction equal to United States, any state thereof, the District of Columbia or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and Singapore or (B) except with respect to a consolidation or merger of Subject Country, in which case the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto must have satisfied its obligations as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall 4.02; (ii) if the Company is not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving entity, such surviving or successor Person or will expressly assume, by supplemental indenture, the Company) shall be issued or distributed due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to all of the stockholders Securities, and the performance of the Company’s obligations under the Indenture, including, if any Securities are then secured pursuant to the Indenture, any collateral documents relating thereto, and the Securities issued hereunder; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iv) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture. (b) The Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will not lease all succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or substantially disposition of less than all its assets to another Personor a lease of all or less than all its assets, the Company will be released from its obligations under the Indenture and the Securities.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or company the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. No Lease of All or Substantially All Assets. (a) The Company may not will not: (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporation, any Person or entity unless:or (iiii) permit any Person to merge with or into the Company (1) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or and expressly assumes by supplemental indenture all of the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the NotesIndenture, the Indenture Notes and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeRegistration Rights Agreement; (iii2) immediately after such transaction giving effect to the transaction, no Default has occurred and is continuing; (3) immediately after giving effect to the transaction on a pro forma basis, the Company or Event the resulting surviving or transferee Person could Incur at least $1.00 of Default existsDebt under Section 4.06(a); and (iv4) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the entity or Person formed by or surviving any such consolidation or merger supplemental indenture (if other than any) comply with the Company), or Indenture; provided that clause (3) does not apply (i) to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at Wholly Owned Restricted Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors of the Company; provided that, in connection with any such merger or consolidationwhose determination is evidenced by a Board Resolution, no consideration (other than common stock in the surviving Person or sole purpose of the Company) shall be issued or distributed transaction is to change the stockholders jurisdiction of incorporation of the Company. (b) For purposes of this covenant, the sale, conveyance, transfer or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of ts, if held by the Company instead of the Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The Company will shall not lease all or substantially all of its assets assets, whether in one transaction or a series of transactions, to another one or more other Persons. (d) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, unless the successor is one or more of the Company's Subsidiaries, the Company will be released from its obligations under the Indenture and the Notes.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no 66 consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. No Lease of All or Substantially All Assets. (a) The Company may not will not (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey or otherwise dispose of all or substantially all of the assets of the Company and its assets consolidated Subsidiaries, as an entirety or substantially as an entirety, in one transaction or more a series of related transactions, to another corporation, any Person or entity unless:or (iiii) permit any Person to merge with or into the Company (A) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or and expressly assumes by supplemental indenture all of the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the Notes, the Indenture and the Notes and expressly assumes all of the obligations of the Company under the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeDocuments; (iiiB) immediately after such transaction giving effect to the transaction, no Default or Event of Default exists; andhas occurred and is continuing; (ivC) immediately after giving effect to the transaction on a pro forma basis, the Company or the entity resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have has a Consolidated Net Worth immediately after the transaction (without taking into account any purchase accounting adjustments) equal to or greater than the Consolidated Net Worth of the Company immediately preceding prior to the transaction; (D) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.06(a); and (E) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture; provided that clauses (B) except with respect through (D) do not apply (i) to a the consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owed Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors of the Company; provided that, in connection with any such merger or consolidationwhose determination is evidenced by a Board Resolution, no consideration (other than common stock in the surviving Person or sole purpose of the Company) shall be issued or distributed transaction is to change the stockholders jurisdiction of incorporation of the Company. (b) The Company will shall not lease all or substantially all of the assets of the Company and its assets consolidated Subsidiaries, whether in one transaction or a series of transactions, to another one or more other Persons. (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Security Documents with the same effect as if such successor Person had been named as the Company in the Indenture and the Security Documents. Upon such substitution, unless the successor is one or more of the Company's Subsidiaries, the Company will be released from its obligations under the Indenture, the Notes and the Security Documents.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of its assets and the assets of its Subsidiaries, taken as a whole, as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporationany Person, or (iii) permit any Person to merge with or entity into the Company, unless: (i1) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or partnership (provided that if the resulting, surviving or transferee Person is a limited liability company or partnership, a corporate Wholly Owned Subsidiary becomes a co-obligor at such time) organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or and expressly assumes by supplemental indenture in form satisfactory to the District Trustee all of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the NotesIndenture, the Indenture Notes and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeRegistration Rights Agreements; (iii2) immediately after such transaction giving effect to the transaction, no Default or Event of Default existshas occurred and is continuing; and (iv3) the Company or delivers to the entity or Person formed by or surviving any such consolidation or merger (if other than Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Company)consolidation, or to which such merger, sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition and the supplemental indenture (if any) comply with the Indenture; provided, that clause (2) shall have been made not apply (Ai) will have a Consolidated Net Worth immediately after to the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at Wholly Owned Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders sale, lease, conveyance, transfer, or other disposition of all or substantially all of its assets and the assets of its Subsidiaries, taken as a whole, as an entirety or substantially an entirety, to a Wholly Owned Subsidiary that is a Guarantor, or (ii) if the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company. (b) The Upon the consummation of any transaction effected in accordance with the foregoing provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a lease, the Company will not lease all or substantially all be released from its assets to another Personobligations under the Indenture, the Notes and the Registration Rights Agreements.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not: (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the assets of the Company and its assets Subsidiaries as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporationany Person, Person or entity unless:or (iiii) permit any Person to merge with or into the Company unless (1) either (x) the Company is the surviving corporation or the entity or the Person formed by continuing or surviving any such consolidation Person or merger (if other than y) the Company) resulting, surviving or to which such sale, assignment, transfer, conveyance or other disposition shall have been made transferee Person is a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or the District of Columbia; and expressly assumes by supplemental indenture (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes joinder agreement, as applicable) all of the Obligations obligations of the Company under the Notesthis Indenture, the Indenture Notes and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeAgreements; (iii2) immediately after such transaction giving effect to the transaction, no Default or Event of Default exists; andhas occurred and is continuing; (iv3) immediately after giving effect to the transaction on a pro forma basis, either (x) the Company or the entity resulting surviving or transferee Person formed by could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio set forth in the proviso to Section 4.06(a) or (y) the Fixed Charge Coverage Ratio of the Company or the resulting, surviving any such consolidation or merger (if other transferee Person would not be less than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding prior to the transaction transaction; and (4) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (subject to customary exceptions and qualifications), each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided, that the foregoing clauses (2) and (B3) except with respect do not apply (i) to a the consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at Wholly Owned Restricted Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) to any consolidation or merger if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of such consolidation or merger is to change the jurisdiction of incorporation of the Company. Any sale or other disposition of assets by Subsidiaries which would constitute substantially all of the assets of the Company and its Subsidiaries, taken as whole, would be subject to the provisions set forth above. (b) Upon the consummation of any transaction effected in accordance with the provisions of Section 5.01(a), if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under this Indenture and the Notes; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders case of the Company. (b) The Company will not a lease of all or substantially all of the assets of the Company and its assets Subsidiaries, the predecessor company shall not be released from any of the obligations or covenants under this Indenture and the Notes, including with respect to another Personthe payment of the Notes.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of its assets and the assets of its Restricted Subsidiaries, taken as a whole, as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporation, any Person or entity unless:or (iiii) permit any Person to merge with or into the Company unless (1) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or partnership (provided that if the resulting, surviving or transferee Person is a limited liability company or partnership, a corporate Wholly Owned Restricted Subsidiary becomes a co-obligor at such time) organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or and expressly assumes by supplemental indenture in form satisfactory to the District Trustee all of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the NotesIndenture, the Indenture Escrow Agreement and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to Notes and the TrusteeRegistration Rights Agreement; (iii2) immediately after such transaction giving effect to the transaction, no Default has occurred and is continuing; (3) immediately after giving effect to the transaction on a pro forma basis, the Company or Event the resulting surviving or transferee Person could Incur at least $1.00 of Default existsDebt under Section 4.06(a); and (iv4) the Company or delivers to the entity or Person formed by or surviving any such consolidation or merger (if other than Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Company)consolidation, or to which such merger, sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition shall have been made and the supplemental indenture (Aif any) will have a Consolidated Net Worth immediately after comply with the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction Indenture; provided, that (a) clauses (2) and (B3) except with respect do not apply (i) to a the consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at Wholly Owned Restricted Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders sale, lease, conveyance, transfer, or other disposition of all or substantially all of its assets and the assets of its Restricted Subsidiaries, taken as a whole, as an entirety or substantially an entirety, to a Wholly-Owned Restricted Subsidiary that is a Guarantor, or (ii) if the sole purpose of the Companytransaction is to change the jurisdiction of incorporation of the Company and (b) the foregoing does not apply to the consummation of the Transactions. (b) The Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a lease, the Company will not lease all or substantially all be released from its assets to another Personobligations under the Indenture, the Notes, the Escrow Agreement and the Registration Rights Agreement.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or sellconvey, assigntransfer or lease, transferin one transaction or a series of related transactions, convey or otherwise dispose of all or substantially all its assets in one or more related transactionsto, to another corporationany Person, Person or entity unless: (i) the Company is resulting, surviving or transferee Person (the surviving corporation or the entity or the "Successor Company") shall be a Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia; (ii) Columbia and the corporation formed by or surviving any such consolidation or merger Successor Company (if other than not the Company) or shall expressly assume, by an indenture supplemental thereto, executed and delivered to the corporation to which such saleTrustee, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving 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 effect to such transaction no Default or Event (and treating any Indebtedness which becomes an obligation of Default exists; and (iv) 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 entity or Person formed by or surviving any time of such consolidation or merger (if other than the Companytransaction), or the Successor Company would be able to which such sale, assignment, transfer, lease, conveyance or other disposition Incur an additional $1.00 of Indebtedness pursuant to Section 4.06(a); provided that this clause (iii) shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect not apply to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Companythat is an Issuer or a Subsidiary Guarantor; provided that, in connection with any such merger or consolidation, no consideration (other than common stock Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company.; and (biv) The the Company will shall have delivered to the Trustee an 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; provided that clause (iii) above does not lease all apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of organization of, or substantially all to incorporate, the Company; and provided further that any such transaction shall not have as one of its assets to another Personpurposes the evasion of the foregoing limitations.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its assets Subsidiaries taken as a whole, in one or more related transactions, to another corporationPerson, Person or entity unless: (a) either: (i) the Company is the surviving corporation or the entity or corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; (iib) the corporation Person formed by or surviving any such consolidation or merger (if other than the Company) or the corporation Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the Obligations obligations of the Company under the Notes, the Securities and this Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iiic) immediately after such transaction transaction, no Default or Event of Default exists; and (ivd) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture entered into in connection therewith comply with all of the terms of this covenant and that all conditions precedent provided for in this covenant relating to such transaction or series of transactions have been made (A) complied with. In addition, the Company will have a Consolidated Net Worth immediately after the transaction equal to not, directly or greater than the Consolidated Net Worth indirectly, lease all or substantially all of its properties or assets of the Company immediately preceding the transaction and its Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (Ba) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at an Affiliate solely for the time purpose of such transaction and after giving pro forma effect thereto as if such transaction had occurred at reincorporating the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth Company in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Companyanother jurisdiction; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company.or (b) The any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company will not lease all or substantially all and its assets to another PersonSubsidiaries.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not (i) consolidate or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey or otherwise dispose of all or substantially all its of the Company’s assets as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporation, any Person or entity unless: (i1) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation corporation, partnership (including a limited partnership), trust or limited liability company organized or and validly existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia; Columbia and expressly assumes by supplemental indenture (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes joinder agreement, as applicable) all of the Obligations obligations of the Company under the Notesthis Indenture, the Indenture Notes and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeRegistration Rights Agreement; (iii2) immediately after such transaction giving effect to the transaction, no Default has occurred and is continuing; (3) immediately after giving effect to the transaction on a pro forma basis, the Company or Event the resulting surviving or transferee Person (i) could Incur at least $1.00 of Default existsDebt under the Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (iv4) the Company delivers to the Trustee and the Securities Administrator an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the entity or Person formed by or surviving any such consolidation or merger supplemental indenture (if other than any) comply with this Indenture; provided, that clauses (2) and (3) do not apply (i) to the Company)consolidation, or to which such merger, sale, assignmentconveyance, transfer, lease, conveyance transfer or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding IndebtednessWholly Owned Restricted Subsidiary or the consolidation, willmerger, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodsale, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger conveyance, transfer or consolidation other disposition of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors of the Company; provided that, in connection with any such merger or consolidationwhose determination is evidenced by a Board Resolution, no consideration (other than common stock in the surviving Person or sole purpose of the Company) shall be issued or distributed transaction is to change the stockholders jurisdiction of incorporation of the Company. (b) The Company will shall not lease all or substantially all of its assets assets, whether in one transaction or a series of transactions, to another one or more other Persons. (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under this Indenture and the Notes.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into (whether or not the Company is the surviving corporation), any other Person or sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of its properties and assets in one to any Person or more related group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to another corporation, any other Person or entity unlessgroup of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto: (i1) either (A) the Company is will be the surviving continuing corporation or the entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, conveyance lease or other disposition shall have been made all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, limited liability company or limited partnership (provided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplement to this Indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under this Indenture and the Notes) duly organized or and validly existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia; (ii) Columbia and the corporation formed Surviving Entity expressly assumes, by or surviving any such consolidation or merger (if other than the Company) or the corporation executing a supplement to which such salethis Indenture, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the Notes, the this Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the TrusteeNotes; (iii2) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default exists; andwill have occurred and be continuing; (iv3) immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the entity or Person formed by or surviving any such consolidation or merger (Surviving Entity if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Company is not the continuing obligor under this Indenture) (A) will could incur $1.00 of additional Indebtedness (other than Permitted Debt) under the provisions of Section 4.06 or (B) would have a Consolidated Net Worth immediately after the transaction equal to or greater Fixed Charge Coverage Ratio not less than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the transaction and prior to such transaction; (B4) except with respect to a consolidation or merger of unless the Company with or into a Person that has no outstanding Indebtedness, willis the continuing obligor under this Indenture, at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have confirmed, by executing a supplement to this Indenture, that its Note Guaranty shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; (5) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.08 are complied with; and (6) at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted any supplement to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth this Indenture executed and delivered in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary connection therewith comply with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders terms of the Companythis Indenture. (b) The In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a) in which the Company will is not lease the Surviving Entity, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, and the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. (c) Notwithstanding the foregoing, the Company may merge with an Affiliate incorporated or substantially all its assets organized solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction to another Personrealize tax or other benefits.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may shall not consolidate consolidate, merge, combine or merge amalgamate with or into (whether or not the Company is the surviving corporationentity), any other Person or sellconvey, assign, transfer, convey transfer or otherwise dispose of all lease its property and assets as an entirety or substantially all its assets in one as an entirety, or more related transactionspermit any other Person to consolidate, to another corporationmerge, Person combine or entity amalgamate with or into the Company unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation consolidation, merger, combination or merger amalgamation (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (A) will have a Consolidated Net Worth immediately after the transaction equal to United States, any state thereof, the District of Columbia or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and Singapore or (B) except with respect to a consolidation or merger of Subject Country, in which case the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto must have satisfied its obligations as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall 4.02; (ii) if the Company is not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving entity, such surviving or successor Person or will expressly assume, by supplemental indenture, the Company) shall be issued or distributed due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to all of the stockholders Securities, and the performance of the Company’s obligations under the Indenture, including, if any Securities are then secured pursuant to the Indenture, any collateral documents relating thereto, and the Securities issued hereunder; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iv) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture. (b) The Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will not lease all succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or substantially disposition of less than all its assets to another Personor a lease of all or less than all its assets, the Company will be released from its obligations under the Indenture and the Securities.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or conveyor otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless: (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, Notes and the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) either: (A) the Company or the entity or person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction, or (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, either (I) at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a) or (AII) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, Fixed Charge Coverage Ratio at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, period will be permitted equal to incur at least $1.00 of additional Indebtedness pursuant or greater than it was immediately before such transaction; provided that this clause (iv) will terminate and cease to have any further effect from and after the Fixed Charge Coverage Ratio test set forth in Section 4.06(a)first date when the Notes are rated Investment Grade. The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary of the Company with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company. (b) The Company will not lease all or substantially all its assets to another Person.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not (i) consolidate with or merge with or into any Person, or (whether or not the Company is the surviving corporation), or ii) sell, assignconvey, transfer, convey lease, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or more a series of related transactions, to another corporation, any Person or entity unless:or (iiii) permit any Person to merge with or into the Company unless (1) either (x) the Company is the continuing Person or (y) the resulting, surviving corporation or the entity or the transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation Person organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof or and expressly assumes by supplemental indenture all of the District of Columbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to Notes and the TrusteeRegistration Rights Agreement; (iii2) immediately after such transaction giving effect to the transaction, no Default or Event of Default exists; andhas occurred and is continuing; (iv3) in the case of a transaction involving the Company, immediately after giving effect to the transaction on a pro forma basis, (i) the Company or the entity resulting surviving or transferee Person formed by could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test or surviving any such consolidation (ii) the Fixed Charge Coverage Ratio is greater than immediately prior thereto; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or merger transfer and the supplemental indenture (if other than any) comply with the Company), or Indenture; provided that clauses (2) through (4) do not apply (i) to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into into, or the sale by the Company of all or substantially all its assets to, a Person that has no outstanding Indebtedness, will, at Wholly Owned Restricted Subsidiary or the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the consolidation or merger or consolidation of a Wholly Owned Restricted Subsidiary with or into, or the Company; provided thatsale by such Subsidiary of all or substantially all of its assets to, the Company or (ii) if, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or good faith determination of the Company) shall be issued or distributed to the stockholders Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company or to form a holding company for the Company (provided that such holding company becomes a Guarantor). The foregoing shall not apply to (i) any transfer of assets by the Company to any Guarantor, (ii) any transfer of assets among Guarantors or (iii) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to (x) another Restricted Subsidiary that is not a Guarantor or (y) the Company or any Guarantor. (b) The Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will not succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a lease of all or substantially all of its assets to another Personassets, the Company will be released from its obligations under the Indenture and the Notes.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into (whether or not the Company is the surviving corporation), any other Person or sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of its properties and assets in one to any Person or more related group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to another corporation, any other Person or entity unlessgroup of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto: (i1) either (A) the Company is will be the surviving continuing corporation or the entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, conveyance lease or other disposition shall have been made all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, limited liability company or limited partnership (provided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplement to this Indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under this Indenture and the Notes) duly organized or and validly existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia; (ii) Columbia and the corporation formed Surviving Entity expressly assumes, by or surviving any such consolidation or merger (if other than the Company) or the corporation executing a supplement to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the this Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form any other agreements or instruments reasonably satisfactory to the Trustee, all the obligations of the Company under this Indenture, the Notes and the Note Documents to which the Company is a party; (iii2) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default exists; andwill have occurred and be continuing; (iv3) either (x) immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the entity or Person formed by or surviving any such consolidation or merger Surviving Entity if the Company is not the continuing obligor under this Indenture) (if A) could incur $1.00 of additional Indebtedness (other than the CompanyPermitted Debt) under Section 4.06(a), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (AB) will would have a Consolidated Fixed Charge Coverage Ratio not less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction, or (y) immediately after giving effect to such transaction, the Consolidated Net Worth immediately after of the transaction equal to Company (or greater the Surviving Entity if the Company is not the continuing obligor under this Indenture) is no less than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; provided, however, that this clause (B3) except with respect to a consolidation or merger will be of no effect during any Suspension Period; (4) unless the Company with or into a Person that has no outstanding Indebtedness, willis the continuing obligor under this Indenture, at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have confirmed, by executing a supplement to this Indenture and any other agreements or instruments reasonably satisfactory to the Trustee, that its Note Guarantee shall apply to the Surviving Entity’s obligations under this Indenture, the Notes and the Note Documents to which such Guarantor is a party; (5) the Surviving Entity shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Guarantor Entity to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents; and (6) at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted any supplement to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth this Indenture executed and delivered in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary connection therewith comply with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders terms of the Companythis Indenture. (b) The In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a) in which the Company will is not lease the Surviving Entity, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Notes and the other Note Documents, and the Company shall be discharged from all obligations and covenants under this Indenture, the Notes and the other Note Documents. (c) Notwithstanding the foregoing, the Company may merge with an Affiliate incorporated or substantially all its assets organized solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction to another Personrealize tax or other benefits.

Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its assets Subsidiaries, taken as a whole, in one or more related transactions, to another corporation, Person or entity Person; unless: (ia) either (a) the Company is the surviving corporation or the entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the notes pursuant to a supplemental indenture duly executed by the Trustee; (iib) the corporation Person formed by or surviving any such consolidation or merger (if other than the Company) or the corporation Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the Obligations obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party Securities pursuant to a supplemental indenture documents in such form as are reasonably satisfactory to the Trustee;; and (iiic) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) . In addition, the Company may not, directly or indirectly, lease all or substantially all of the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth properties and assets of the Company immediately preceding the transaction and its Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (Ba) except with respect to a consolidation or merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or into forming a Person that has no outstanding Indebtedness, will, at the time direct holding company of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company.and (b) The any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company will not lease all and its Subsidiaries, including by way of merger or substantially all its assets to another Personconsolidation.