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

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of (a) The Company will not: (x) consolidate or merge with or into any consolidation of the Company withPerson; or (y) sell, convey, transfer or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, to any Person unless: (1) either (x) the assets Company is the continuing Person or (y) the resulting, surviving or transferee Person (the “Surviving Company”) is a corporation, partnership (including a limited partnership), trust or limited liability company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of its predecessor under this Indenture, the Notes, the Note Guarantees, the Security Documents and the other Note Documents, as applicable;; (2) immediately after 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 the Surviving Company, as applicable) (i) could Incur at least $1.00 of Debt 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 or immediately prior to such transaction; and (4) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the Person formed by such consolidation or resulting from such consolidation, merger or which acquires such assetstransfer and the supplemental indenture (or other agreement or instrument, as the case may beapplicable) (if any) comply with this Indenture; provided, the Holder shall have the right thereafter, upon exercise that clauses (2) and (3) of this Warrant in accordance with and subject Section 5.01(a) shall not apply (i) to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, conveyance, transfer or transfer by a holder other disposition of the number of shares of Common Stock for which this Warrant may have been exercised (without applying Company with or into a Wholly Owned Restricted Subsidiary or the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale sale, conveyance, transfer or transfer, assuming (i) such holder other disposition of Common Stock is not a Person Wholly Owned Restricted Subsidiary with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) if, in the case good faith determination of the Board of Directors of the Company, whose determination is evidenced by a consolidationresolution of the Board of Directors of the Company, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the sole purpose of this paragraph 9 the kind and amount transaction is to change the jurisdiction of securities, cash and other property receivable upon such consolidation, merger, sale formation or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting Company, as applicable. (b) The Company shall not lease all or surviving corporationsubstantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) No Guarantor may (1) consolidate or merge with or into any contract of salePerson, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.or

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with(a) The Guarantor shall not, directly or merger of the Company into, any other Person, any merger of indirectly consolidate or merge with or into another Person into (whether or not the Company (other than a consolidation Guarantor is the surviving corporation); or merger which does not result in any reclassificationsell, conversionassign, exchange transfer, convey or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties or assets of the Company Guarantor, the Issuer and the Restricted Group Members taken as a whole, in one or more related transactions, to another Person and will not otherwise cease to own and hold directly all of the total voting power of the Voting Stock of the Issuer or such successor Person and all of the Capital Stock of the Issuer or such successor Person shall constitute Collateral.; unless: (i) either: (A) the Guarantor is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made (each a “successor Person”): (1) is a corporation organized or existing under the laws of the Grand Duchy of Luxembourg; and (2) the successor Person expressly assumes all of the obligations of the Guarantor under this Indenture and the Notes (pursuant to agreements reasonably satisfactory to the Trustee) and all obligations of the Guarantor under the Subordination Agreement and the Security Documents (or the successor Person shall have entered into a security document creating a Lien over the relevant Collateral on substantially the same terms as the corresponding Security Document then in force), as applicable; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; and (iii) the Guarantor or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which acquires such assetssale, assignment, transfer, conveyance or other disposition has been made, as the case may be, shall: (A) on the Holder shall have date of such transaction after giving pro forma effect thereto and any related financing transactions as if the right thereaftersame had occurred at the beginning of the applicable four-quarter period, upon exercise (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a) of this Warrant Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such transaction; and (B) if the surviving Person is not the Guarantor, have delivered to the Trustee, in accordance with form and subject substance satisfactory to all the Trustee, an Officers' Certificate and an opinion of independent counsel (on each of which the provisions of this WarrantTrustee shall rely absolutely), to receive the kind and amount of securities, cash and other property receivable upon each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Guarantee constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the Board of Directors of the Guarantor acting in good faith. Notwithstanding the foregoing clause (iii), any Restricted Group Member may consolidate with, merge with or into or transfer all or part of its properties and assets to the Guarantor so long as no Equity Interests of such Restricted Group Member are distributed to any Person other than the Guarantor. (b) In addition, the Guarantor may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) The Issuer may not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its property in any one transaction or series of related transactions; provided, however, that the Issuer may consolidate or merge with or into another Person if: (i) the Person formed by or surviving any such consolidation or merger: (A) is a holder corporation organized or existing under the laws of the number Grand Duchy of shares Luxembourg; and (B) assumes all the obligations of Common Stock for which the Issuer under the Notes and this Warrant may have been exercised Indenture pursuant to agreements reasonably satisfactory to the Trustee; (without applying ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; (iii) the restrictions Person formed by or surviving any such consolidation or merger shall: (A) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.06(a) of this Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such consolidation, merger, sale or transfer, assuming transactions; and (iB) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer surviving Person is not the same for Issuer, have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate (attaching the computations to demonstrate compliance with clause (A) above) and an opinion of independent counsel (on each share of Common Stock held immediately prior which the Trustee shall rely absolutely), each stating that such consolidation or merger, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not transaction have been exercised ("NON-ELECTING SHARE")satisfied and that this Indenture and the Notes constitute legal, then for the purpose of this paragraph 9 the kind valid and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality binding obligations of the non-electing shares). Adjustments for events subsequent continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the effective date Board of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation Directors of the resulting or surviving corporation, Guarantor acting in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicablegood faith; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.and

Consolidation, Merger or Sale of Assets. In case (a) No Issuer shall (i) consolidate with or merge with or into any Person, or (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of such Issuer’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), in one transaction or a series of related transactions, whether effected by such Issuer and/or one or more of its Restricted Subsidiaries, to any consolidation Person unless: (1) either (x) such Issuer is the continuing Person or (y) the resulting, surviving or transferee Person is a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the obligations of such Issuer under this Indenture and the Notes; provided that if the Company or the resulting, surviving or transferee Person is not a corporation, there shall be a co-obligor on the Notes that is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; (2) immediately after 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 the resulting surviving or transferee Person (i) could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (4) such Issuer delivers to the Trustee in accordance with Section 12.02 an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided that clauses (2) and (3) of this Section 5.01(a) shall not apply (i) to the consolidation, merger, sale, conveyance, transfer or other disposition of an Issuer with, into or merger to a Restricted Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Restricted Subsidiary with, into or to an Issuer or (ii) if, in the good faith determination of the Company intoBoard 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. Notwithstanding the foregoing, the Transactions shall not be subject to this Section 5.01. (b) An Issuer shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) Upon the consummation of any other transaction effected in accordance with this Section 5.01, if an Issuer is not the continuing Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture and the Notes and the Security Documents with the same effect as if such successor Person had been named as such Issuer in this Indenture and the Security Documents. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets, such Issuer shall be released from its obligations under this Indenture and the Notes. (d) No Guarantor shall (i) consolidate with or merge with or into any merger of another Person into the Company Person, or (other than a consolidation ii) sell, convey, transfer or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer dispose of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless: (1) the other Person is an Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other joinder agreement, as the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to applicable) all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder obligations of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person Guarantor under its Note Guarantee and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicableexecutes all applicable Security Documents; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.and

Consolidation, Merger or Sale of Assets. In case (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any Person (a “successor person”) unless: (i) The Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. jurisdiction and expressly assumes the Company’s obligations on each series of Notes and under this Indenture; (ii) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (iii) the Company will 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 and all conditions precedent are satisfied. (a) No Guarantor will consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to a successor person unless: (i) (A) the successor person is the Company or a Guarantor or a Person that becomes a Guarantor concurrently with the transaction; (B) such Guarantor is the surviving entity or the successor person is validly existing under the laws of any U.S. jurisdiction and expressly assumes such Guarantor’s obligations on its Guarantee and under this Indenture; (C) immediately after giving effect to the transaction, no Default or Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (D) the Guarantor will 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 and all conditions precedent are satisfied; or (ii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Company with, Guarantor or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the Guarantor (in each case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject other than to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale a Guarantor) in a transaction not otherwise prohibited or restricted by this Indenture. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge into or transfer was made, as the case may be ("CONSTITUENT PERSON"), all or an Affiliate part of a constituent Person its properties and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as assets to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind Company or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersGuarantor.

Consolidation, Merger or Sale of Assets. In case The Company shall not, in a single transaction or through a series of any consolidation of the Company withrelated transactions, consolidate with or merger of the Company into, merge with or into any other PersonPerson or sell, assign (excluding any merger of another Person into the Company (other than a consolidation assignment solely as collateral for security purposes), transfer, lease or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person, unless: (a) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving Entity”) is a corporation organized and existing under the laws of the Person formed by United States, any State thereof or the District of Columbia that expressly assumes all of the Company’s obligations under the Securities and this Indenture pursuant to a supplement hereto executed and delivered to the Trustee; (b) immediately after giving effect to such transaction or series of related transactions, no Event of Default or Default has occurred and is continuing; and (c) the Company or any such Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel each stating that such transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. If any consolidation or resulting from such merger or which acquires such assetsany sale, as the case may beassignment, the Holder shall have the right thereafterlease, upon exercise transfer or other disposition of this Warrant all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and subject to all be substituted for, and may exercise every right and power of the provisions of Company under this Warrant, to receive Indenture with the kind and amount of securities, cash and other property receivable upon same effect as if such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have Surviving Entity had been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, named as the case may be Company. The Company shall ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) except in the case of a consolidationlease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; liquidated and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersdissolved.

Consolidation, Merger or Sale of Assets. In case (a) The Issuer will not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation), or (ii) sell, assign, transfer, lease, convey or otherwise dispose of any consolidation all or substantially all of the Company withproperties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (x) the Issuer will be the surviving corporation or (y) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be a corporation duly incorporated and validly existing under the laws of an Eligible Jurisdiction; and (B) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, the Issuer’s obligations under the Notes and this Indenture; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (iii) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or merger to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Company intoapplicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have a Consolidated Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction. (b) In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more transactions, to any other Person, any merger of another Person into the Company (other than a consolidation drilling contracts, charters, bareboat charters, or merger which does operating leases entered into in the ordinary course of business. (c) Nothing in this Indenture will prevent any Restricted Subsidiary from, and this Section 5.01 will not result in apply to any reclassificationRestricted Subsidiary, conversionconsolidating with, exchange merging into or cancellation transferring all or substantially all of outstanding shares of Common Stockits properties and assets to the Issuer or any other Restricted Subsidiary. (d) or Section 5.01(a)(iii) will not apply to any sale or transfer other disposition of all or substantially all of the assets or merger or consolidation of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance Issuer with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then solely for the purpose of this paragraph 9 reincorporating the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments Issuer in another jurisdiction for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transferstax reasons.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company withis the surviving corporation) or (2) sell, assign, transfer, convey or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or of more related transactions, to another Person or Persons, unless: (A) either: (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Company) or to which such merger sale, assignment, transfer, conveyance or which acquires other disposition shall have been made (i) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (B) immediately after giving effect to such assets, as the case may betransaction no Default or Event of Default exists; and (C) immediately after giving effect to such transaction on a pro forma basis, the Holder Company 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, will, on the right thereafter, upon exercise date of this Warrant in accordance with such transaction after giving pro forma effect thereto and subject to all any related financing transactions as if the same had occurred at the beginning of the provisions applicable four-quarter period, be (i) permitted to incur at least $1.00 of this Warrant, additional Indebtedness pursuant to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.06(a) or (ii) have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio of the Company for the four-quarter period immediately prior to such consolidationtransaction. In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clauses (B) and (C) of Section 5.01(a)(2) will not apply to any merger, sale consolidation or sale, assignment, transfer, assuming lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. (ib) such holder Upon the consummation of Common Stock any transaction effected in accordance with these provisions, if the Company is not a the continuing Person, the resulting, surviving or transferee Person with which will succeed to, and be substituted for, and may exercise every right and power of, the Company consolidated or into which under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company merged or which merged into the Company or to which in this Indenture. Upon such sale or transfer was madesubstitution, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) except in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease transfer or transfer, or otherwise so that disposition of less than all its assets the provisions set forth herein for Company will be released from its obligations under this Indenture and the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case (a) The Company will not (i) consolidate with or merge with or into any Person, or (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any consolidation Person, or (iii) 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 or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company withunder the Indenture, and the Notes; (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; (3) the Company’s Debt/Tangible Equity Ratio is not more than 8.5 to 1 as of the most recently completed month end for which internal financial statements are available, calculated after giving effect to the transaction on a pro forma basis; and (4) the Company delivers to the Trustee an Officers’ Certificate stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture, and an opinion of counsel stating that the consolidation, merger or transfer complies with clause (1) above and the supplemental indenture (if any) complies with the Indenture; provided, that (x) the foregoing does not apply to any sales, conveyances, transfers or other dispositions from any of the Company’s Subsidiaries to the Company or one of the Company’s Subsidiaries and (y) clauses (2) and (3) do not apply (i) to the consolidation or merger of the Company into, any other Person, any with or into a Wholly Owned Subsidiary or the consolidation or merger of another Person a Wholly Owned Subsidiary with or into the Company or (ii) if, in the good faith determination of the Company’s Board of Directors, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the Company’s jurisdiction of incorporation. (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons (other than to the Company or the Company’s Subsidiaries). (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 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 consolidation sale, conveyance, transfer or merger which does not result disposition of less than all the Company’s assets or in any reclassificationthe case of a sale, conversionconveyance, exchange transfer or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the Company’s assets of to a Subsidiary, the Company or of will be released from its obligations under the Person formed by such consolidation or resulting from such merger or which acquires such assetsIndenture, as and the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case SECTION 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not (i) consolidate with or merge with or into any consolidation of the Company withPerson, or (ii) sell, convey, transfer, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or (iii) permit any Person to merge with or into the assets Company unless (1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and the Registration Rights Agreement; (2) immediately after 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 the resulting surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.06(a); and (4) the Person formed by such consolidation or resulting from such Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or which acquires such assets, as transfer and the case may be, supplemental indenture (if any) comply with the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with Indenture; provided that clauses (2) and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof3) immediately prior to such consolidation, merger, sale or transfer, assuming do not apply (i) such holder to the consolidation or merger of Common Stock is not a Person with which the Company consolidated with or into which a Wholly Owned Restricted Subsidiary or the Company merged consolidation or which merged merger of a Wholly Owned Restricted Subsidiary with or into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) if, in the case good faith determination of the Board of Directors of the Company, whose determination is evidenced by a consolidationBoard Resolution, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the sole purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed transaction is to be change the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles jurisdiction of incorporation of the resulting Company. (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to 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 corporationor 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 any contract of salethe Indenture. Upon such substitution, conveyance, lease unless the successor is one or transfer, or otherwise so that the provisions set forth herein for the protection more of the rights of Company's Subsidiaries, the Holder shall thereafter continue to Company will be applicable; released from its obligations under the Indenture and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuer will not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company withIssuer is the surviving corporation), or merger of the Company into(ii) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company or Issuer and the Restricted Subsidiaries taken as a whole, in any Transaction, to another Person, unless at the time and after giving effect thereto: (i) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer or any of its Restricted Subsidiaries which becomes the obligation of the Issuer 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 shall have occurred and be continuing; (ii) either: (A) the Issuer is the surviving entity; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Issuer under the Notes, this Indenture, the Contingent Registration Rights Agreement, the Pari Passu Intercreditor Agreement, the Junior Lien Intercreditor Agreement and the Security Documents; provided that if such surviving entity is not a corporation, a corporation satisfying the foregoing requirements shall be a co-obligor under this Indenture and the Notes; (iii) 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), either (a) the Issuer (or the surviving entity if the Issuer is not a continuing obligor under this Indenture) could on the first day following such four-quarter period Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.6(a) or (b) the Fixed Charge Coverage Ratio would be not less than such Fixed Charge Coverage Ratio immediately prior to such transaction; (iv) each Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a Transaction under this Section 5.1(a), will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of the Issuer or the surviving Person in accordance with the Notes and this Indenture; (a) the surviving entity (if other than the Issuer) causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Liens of the Security Documents on the Collateral owned by or transferred to such surviving entity; and (b) the Collateral owned by or transferred to the surviving entity (if other than the Issuer) shall (i) continue to constitute Collateral under this Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of the Notes, and (iii) not be subject to any Lien other than Permitted Liens; and (vi) the Issuer delivers to the Trustee an Officers’ Certificate and Opinion of Counsel, in each case to the effect that such Transaction and such agreement comply with this covenant and that all conditions precedent provided for in this Indenture relating to such Transaction have been complied with; provided, however, that Section 5.1(a)(iii) will not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such Transaction is to change the state of organization of the Issuer, and any such Transaction shall not have as one of its purposes the evasion of the foregoing limitations. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.1, the successor Person formed by such consolidation or resulting into or with which the Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from such merger or which acquires such assets, as and after the case may be, the Holder shall have the right thereafter, upon exercise date of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, assignment, conveyance or transfer by a holder other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer in this Indenture. When the successor assumes all of the number Issuer’s obligations under this Indenture, the predecessor Issuer (if it separately survives such Transaction) shall be discharged from those obligations. In addition, the Issuer and the Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of shares the properties or assets of Common Stock for which this Warrant may have been exercised the Issuer and the Restricted Subsidiaries considered as one enterprise, in any Transaction, to any other Person. (without applying the restrictions set forth in paragraph 3 hereofb) immediately prior to such consolidationA Guarantor will not, merger, sale directly or transfer, assuming indirectly: (i) such holder of Common Stock is not a Person consolidate or merge with which the Company consolidated or into which another Person other than the Company merged Issuer (whether or which merged into not such Guarantor is the Company surviving Person), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Guarantor, in any Transaction, to another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that Transaction, no Default or Event of Default exists; and (ii) either: (A) the Guarantor is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale sale, assignment, transfer, conveyance or transfer was madeother disposition which has been made (i) is organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON")District of Columbia, or an Affiliate of a constituent Person and (ii) in assumes all the case obligations of that Guarantor under this Indenture, including its Note Guarantee, and the Contingent Registration Rights Agreement pursuant to a consolidation, merger, sale or transfer which includes an election as supplemental indenture satisfactory to the consideration Trustee and (iii) causes such amendments, supplements or other instruments to be received by the holdersexecuted, such holder of Common Stock failed to exercise its rights of electiondelivered, filed and recorded, as to the kind or amount of securitiesapplicable, cash and other property receivable upon in such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent jurisdictions as may be practicable required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such entity; or (B) such sale, assignment, transfer, conveyance or other disposition or consolidation or merger is in compliance, as of the date thereof, with Section 4.9 to the adjustments provided for in this Warrant. In any such eventextent applicable (and to the extent Section 4.9 is applicable, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder Issuer shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transferscomply therewith).

Consolidation, Merger or Sale of Assets. In case of any consolidation of the The Company shall not consolidate with, merge with or merger of the Company into, any other Personor sell, any merger of another Person into the Company (other than a consolidation convey, transfer, lease or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person nor permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or of the Person (if other than the Company) formed by such consolidation or resulting from into which the Company is merged or that acquired or leased such merger property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or which acquires such assetsany jurisdiction thereof and shall expressly assume, as by a supplemental indenture, executed and delivered to the case may beTrustee, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder obligations of the number Company on all of shares the Securities and under the Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Common Stock for which this Warrant may Default shall have been exercised occurred and be continuing; (without applying iii) immediately after giving effect to such transaction on a pro forma basis, but not including the restrictions set forth in paragraph 3 hereof) effect of any purchase accounting adjustments, the Company, or any Person becoming the successor obligor of the Securities shall have a Consolidated Net Worth at least equal to the Consolidated Net Worth of the Company immediately prior to such transactions, provided that this clause (iii) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such merger or consolidation, merger, sale or transfer, assuming no consideration (i) such holder of other than Common Stock is in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Securities could Incur at least $1.00 of Indebtedness under the first paragraph of Section 3.09; provided that this clause (iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided that, in connection with any such merger or consolidation, no consideration (other than Common Stock in the surviving Person with which or the Company) shall be issued or distributed to the stockholders of the Company; and (v) the Company consolidated or into which delivers to the Company merged or which merged into Trustee an Officers' Certificate (attaching the Company or arithmetic computations to which such sale or transfer was made, as the case may be demonstrate compliance with clauses ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person iii) and (iiiv) above) and opinion of counsel, in the each case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon stating that such consolidation, merger, sale merger or transfer (and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that if clauses (iii) and (iv) above do not apply if, in the kind or amount good faith determination of securitiesthe Board of Directors of the Company, cash and other property receivable upon such consolidationwhose determination shall be evidenced by a Board Resolution, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the principal purpose of this paragraph 9 such transaction is to change the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles state of incorporation of the resulting or surviving corporation, in Company; and provided further that any contract such transaction shall not have as one of sale, conveyance, lease or transfer, or otherwise so that its purposes the provisions set forth herein for the protection evasion of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersforegoing limitations.

Consolidation, Merger or Sale of Assets. In case of any consolidation of Section 8.01. When the Company withor the Guarantor May Merge, Etc. Neither the Company nor the Guarantor will consolidate or merge with or into (whether or not the Company or the Guarantor is the surviving corporation), or merger of the Company intosell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, lease, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties or assets of the Company or of the Guarantor in one or more related transactions, to another corporation, Person or entity unless (i) the surviving corporation or the entity or the Person formed by or surviving any such consolidation or resulting from merger (if other than the Company or the Guarantor, as applicable) or to which such merger sale, assignment, transfer, lease, conveyance or which acquires such assetsother disposition shall have been made (the "SURVIVING ENTITY") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Surviving Entity assumes all the obligations of the Company or the Guarantor, as the case may be, under the Holder Securities or the Guarantee, as applicable, and the Indenture pursuant to a supplemental Indenture in form reasonably satisfactory to the Trustee; (iii) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or the Guarantor, as applicable, as a result of such transaction as having been incurred by the Company or the Guarantor, as applicable, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) the right thereafterCompany or the Guarantor, upon exercise of this Warrant in accordance with as applicable, or the Surviving Entity (A) will have Consolidated Net Worth immediately after the transaction and subject prior to all any purchase accounting adjustments equal to or greater than the Consolidated Net Worth of the provisions Company or the Guarantor, as applicable, immediately preceding the transaction and (B) will, at the time of this Warrant, to receive such transaction and after giving pro forma effect thereto as if such transaction had occurred at the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder beginning of the number applicable four- quarter period, be permitted to incur at least $1.00 of shares of Common Stock for which this Warrant may have been exercised (without applying additional Indebtedness pursuant to the restrictions Fixed Charge Coverage Ratio test set forth in the first paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersSection 309.

Consolidation, Merger or Sale of Assets. In case Section 5.01 Consolidation, Amalgamation, Merger or Sale of any consolidation Assets by the Issuer; No Lease of the Company All or Substantially All Assets. (a) The Issuer will not, in a single transaction or series of related transactions, (i) consolidate with, amalgamate or merger merge with or into any Person; or (ii) sell, convey, transfer, or otherwise dispose of the Company into(or cause or permit any Restricted Subsidiary to sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stockotherwise dispose of) or any sale or transfer of all or substantially all of its assets as an entirety or substantially an entirety (determined on a consolidated basis for the Issuer and the Restricted Subsidiaries), to any Person; or (iii) permit any Person to amalgamate or merge with or into the Issuer; (iv) unless: (A) either (x) the Issuer is the continuing Person or (y) the resulting, surviving or transferee Person (if not the Issuer) is organized and validly existing under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia or any OECD Country and expressly assumes by supplemental indenture all of the obligations of the Issuer under this Indenture and the Notes; (B) immediately after giving effect to the transaction, no Default has occurred and is continuing; (C) immediately after giving effect to the transaction on a pro forma basis, either (x) the Issuer or the resulting surviving or transferee Person could Incur at least US$1.00 of Debt under Section 4.07(a) or (y) the Interest Coverage Ratio of the Issuer or the resulting surviving or transferee Person is not lower than the Interest Coverage Ratio of the Issuer without giving effect to the transaction; and (D) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, amalgamation, merger, sale, conveyance, transfer or other disposal of the assets and the supplemental indenture (if any) comply with this Indenture, and all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided, that paragraphs (B) to (C) do not apply (i) to the consolidation or merger of the Company Issuer with or into a Restricted Subsidiary or the consolidation, amalgamation or merger of a Restricted Subsidiary with the Issuer, or (ii) if, in the good faith determination of the Person formed Board of Directors of the Issuer, whose determination is evidenced by such consolidation a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Issuer. (b) The Issuer shall not lease all or resulting from such merger or which acquires such substantially all of its assets, as whether in one transaction or a series of transactions, to one or more other Persons. (c) Upon the case may be, the Holder shall have the right thereafter, upon exercise consummation of this Warrant any transaction effected in accordance with and subject to all of the provisions of this Warrantthese provisions, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock if Issuer is not a 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 Issuer under this Indenture and the Notes with which the Company consolidated or into which the Company merged or which merged into the Company or to which same effect as if such sale or transfer was madesuccessor Person had been named as Issuer in this Indenture. Upon such substitution, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) except in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease transfer or transferdisposition of less than all its assets, or otherwise so that the provisions set forth herein for Issuer will be released from its obligations under this Indenture and the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuer will not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company withIssuer is the surviving corporation), or merger of the Company into(2) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company Issuer and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (A) the Issuer is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (ii) assumes all the obligations of the Issuer under the Notes and this Indenture pursuant to a supplemental indenture; (3) immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of the applicable Reference Period, (i) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.03(a) or (ii) the Consolidated Net Leverage Ratio is positive and would not be greater than the Issuer’s Consolidated Net Leverage Ratio immediately prior to such transaction; and (4) to the extent the Issuer is not the surviving Person, the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case stating that such consolidation, amalgamation, merger, sale, assignment, transfer conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, this Section 5.01(a) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and the Restricted Subsidiaries. Clauses (1) and (3) of this Section 5.01(a) will not apply to any merger or consolidation of the Issuer (1) with or into one of the Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by such consolidation or resulting into or with which the Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from such merger or which acquires such assets, as and after the case may be, the Holder shall have the right thereafter, upon exercise date of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, assignment, conveyance or transfer by a holder other disposition, the provisions of this Indenture referring to the “Issuer” will refer instead to the successor Person and not to the Issuer), and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as an Issuer in this Indenture. In the event of any such transfer, the predecessor will be released and discharged from all liabilities and obligations in respect of the number Notes and this Indenture and the predecessor may be dissolved, wound up or liquidated at any time thereafter. Notwithstanding the foregoing, the foregoing restrictions will not apply to the merger of shares the Escrow Issuer with and into the Company in accordance with the Escrow Release Conditions. In addition, the Issuer and the Restricted Subsidiaries will not, directly or indirectly, lease all or substantially all of Common Stock for which this Warrant may have been exercised the properties or assets of the Issuer and the Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any Person other than the Issuer or any Restricted Subsidiary. (without applying b) A Guarantor will not, directly or indirectly: (i) consolidate, merge or amalgamate with or into another Person (whether or not such Guarantor is the restrictions set forth surviving Person), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Guarantor, in paragraph 3 hereofone or more related transactions, to another Person, other than the Issuer or another Guarantor, unless: (1) immediately prior after giving effect to that transaction, no Default or Event of Default exists; (2) either: (A) the Guarantor is the surviving Person, or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition which has been made assumes or, if applicable in the case of an amalgamation, confirms that it remains liable for) all the obligations of that Guarantor under this Indenture, including its Note Guarantee, pursuant to a supplemental indenture; (B) such sale, assignment, transfer, conveyance or other disposition or consolidation, merger or amalgamation complies with Section 4.07; or (C) the Note Guarantee of such Guarantor shall be released in accordance with Note Guarantee release provisions of this Indenture upon, or in connection with, such merger, amalgamation, consolidation, sale, assignment, transfer, conveyance or other disposition; and (3) to the extent such Guarantor is not the surviving Person, such Guarantor delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case stating that such consolidation, merger, sale amalgamation, sale, assignment, transfer conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, this Section 5.01(b) will not apply to any sale, assignment, transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transferother disposition of assets between or among the Issuer and the Restricted Subsidiaries. Clause (1) of this Section 5.01(b) will not apply to any merger, amalgamation or otherwise so that consolidation of a Guarantor (1) with or into one of the provisions set forth herein Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the protection purpose of reincorporating the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersGuarantor in another jurisdiction.

Consolidation, Merger or Sale of Assets. In case (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any Person (a “successor person”) unless: (i) The Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. jurisdiction and expressly assumes the Company’s obligations on the Notes and under this Indenture; (ii) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (iii) the Company will 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 and all conditions precedent are satisfied. (b) No Guarantor will consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to a successor person unless: (i) (A) the successor person is the Company or a Guarantor or a Person that becomes a Guarantor concurrently with the transaction; (B) such Guarantor is the surviving entity or the successor person is validly existing under the laws of any U.S. jurisdiction and expressly assumes such Guarantor’s obligations on its Guarantee and under this Indenture; (C) immediately after giving effect to the transaction, no Default or Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (D) the Guarantor will 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 and all conditions precedent are satisfied; or (ii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Company with, Guarantor or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the Guarantor (in each case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject other than to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale a Guarantor) in a transaction not otherwise prohibited or restricted by this Indenture. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge into or transfer was made, as the case may be ("CONSTITUENT PERSON"), all or an Affiliate part of a constituent Person its properties and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as assets to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind Company or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersGuarantor.

Consolidation, Merger or Sale of Assets. In case (a) The Issuer shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any consolidation of the Company withother Person or sell, assign, convey, transfer, lease or otherwise dispose of, or merger take any action pursuant to any resolution passed by the Issuer’s board of directors or shareholders with respect to a demerger or division pursuant to which the Company intoIssuer would dispose of, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence will not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) the Issuer will be the continuing entity or (B) the Person (if other than the Issuer) formed by or surviving any such consolidation or resulting from such merger or to which acquires such assetssale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the case may beIssue Date, the Holder shall United States of America, any state thereof, or the District of Columbia, and (B) will expressly assume, by a supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the Trustee, the Issuer’s obligations under the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents and the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents will remain in full force and effect as so supplemented; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the right thereafterassumption that the transaction or series of transactions occurred on the first day of the applicable four-quarter fiscal period ended prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), upon exercise the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could incur at least €1.00 of this Warrant additional Debt under Section 4.06(a)(i); (iv) any Subsidiary Guarantor, unless it is the other party to the transactions described above, or unless its Guarantee has been released in accordance with Section 10.03 hereof, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s obligations under this Indenture and the Notes; (v) if any of the Issuer’s or any Restricted Subsidiary’s property or assets would thereupon become subject to all of any Lien, the provisions of this WarrantSection 4.10 hereof are complied with; and (vi) the Issuer or the Surviving Entity will have delivered to the Trustee, in form and substance satisfactory to receive the kind Trustee, an Officer’s Certificate (attaching the computations to demonstrate compliance with clause (iii) above) and amount an opinion in form and substance reasonably satisfactory to the Trustee, of securitiesindependent counsel reasonably acceptable to the Trustee, cash and other property receivable upon each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. Except with respect to a sale pursuant to an Enforcement Action, the Surviving Person (other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture and the Security Documents, but the predecessor company in the case of the lease of all the assets of the Issuer as an entirety or transfer substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (b) A Subsidiary Guarantor shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by such Subsidiary Guarantor’s board of directors or shareholders with respect to a demerger or division pursuant to which such Subsidiary Guarantor would dispose of, all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence will not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) such Subsidiary Guarantor will be the continuing entity or (B) the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) will be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the Issue Date, the United States of America, any state thereof, or the District of Columbia, and (B) will expressly assume, by a holder of supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the number of shares of Common Stock for which Trustee, such Subsidiary Guarantor’s obligations under its Guarantee, this Warrant may have been exercised Indenture, the Intercreditor Agreement and the other relevant Security Documents, and its Guarantee, this Indenture, the Intercreditor Agreement and the other relevant Security Documents, will remain in full force and effect as so supplemented; (without applying the restrictions set forth in paragraph 3 hereofii) immediately prior after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of such Subsidiary Guarantor or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by such Subsidiary Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) if any of such Subsidiary Guarantor’s or any Restricted Subsidiary’s property or assets would thereupon become subject to any Lien, the provisions of Section 4.10 hereof are complied with; and (iv) such Subsidiary Guarantor or the Surviving Entity will have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee of independent counsel reasonably acceptable to the Trustee, each stating that such consolidation, merger, sale or sale, assignment, conveyance, transfer, assuming lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. Except with respect to a sale pursuant to an Enforcement Action, the Surviving Person (iother than such Subsidiary Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of such holder of Common Stock is not a Person with which Subsidiary Guarantor under this Indenture and the Company consolidated or into which Security Documents, but the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) predecessor company in the case of the lease of all the assets of such Subsidiary Guarantor as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (c) Nothing herein shall prevent (i) any transaction under or in connection with the Acquisition or the other Transactions, (ii) any Wholly Owned Restricted Subsidiary that is not a consolidationSubsidiary Guarantor from consolidating with, merger, sale merging into or transfer which includes an election as transferring all or substantially all of its properties and assets to the consideration Issuer or any other Wholly Owned Restricted Subsidiary whether or not a Subsidiary Guarantor, (iii) any Subsidiary Guarantor from merging into or transferring all or part of its properties and assets to be received by another Subsidiary Guarantor or the holders, such holder of Common Stock failed to exercise its rights of election, as to Issuer or (iv) the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or Issuer from merging into an Affiliate thereof and in respect holding 100% of its Capital Stock which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then was incorporated solely for the purpose of this paragraph 9 reincorporating the kind and amount Issuer in another jurisdiction to realize tax or other benefits. (d) The Issuer will publish a notice of securitiesany consolidation, cash and other property receivable upon merger or sale of assets described above in accordance with Section 13.02 hereof and, so long as the rules of the Luxembourg Stock Exchange so require, notify such exchange of any such consolidation, merger, merger or sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersfile supplemental listing particulars.

Consolidation, Merger or Sale of Assets. In case (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any Person (a “successor person”) unless: (i) The Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. jurisdiction and expressly assumes the Company’s obligations on the Notes and under this Indenture; (ii) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (iii) the Company will 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 and all conditions precedent are satisfied. (b) No Guarantor will consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to a successor person unless: (i) (A) the successor person is the Company or a Guarantor or a Person that becomes a Guarantor concurrently with the transaction; (B) such Guarantor is the surviving entity or the successor person is validly existing under the laws of any U.S. jurisdiction and expressly assumes such Guarantor’s obligations on its Guarantee and under this Indenture; (C) immediately after giving effect to the transaction, no Default or Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (D) the Guarantor will 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 and all conditions precedent are satisfied; or (ii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Company with, Guarantor or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the Guarantor (in each case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject other than to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale a Guarantor) in a transaction not otherwise prohibited or restricted by this Indenture. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge into or transfer was made, as the case may be ("CONSTITUENT PERSON"), all or an Affiliate part of a constituent Person its properties and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as assets to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind Company or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersGuarantor.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuers will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the Company withsurviving corporation), or merger of the Company into(2) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company Issuers and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (A) such Issuer is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (ii) assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction on a pro forma basis, (i) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.03(a); or (ii) the Consolidated Leverage Ratio is positive and less than the Company’s Consolidated Leverage Ratio immediately prior to such transaction; (4) each Guarantor, unless such Guarantor is the Person with which such Issuer has entered into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of such Issuer or the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that clause (3) above will not apply (i) if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution a copy of which shall be delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of the Company, and such transaction does not have as one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among such Issuers and any Guarantor. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by such consolidation or resulting into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from such merger or which acquires such assets, as and after the case may be, the Holder shall have the right thereafter, upon exercise date of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, assignment, conveyance or transfer by a holder other disposition, the provisions of this Indenture referring to the “Issuers” will refer instead to the successor Person and not to such Issuer), and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor Person had been named as an Issuer in this Indenture. In the event of any such transfer, the predecessor will be released and discharged from all liabilities and obligations in respect of the number Notes and this Indenture and the predecessor may be dissolved, wound up or liquidated at any time thereafter. In addition, the Company and the Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of shares the properties or assets of Common Stock for which this Warrant may have been exercised the Company and the Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. (without applying the restrictions set forth in paragraph 3 hereofb) immediately prior to such consolidationA Guarantor will not, merger, sale directly or transfer, assuming indirectly: (i) consolidate or merge with or into another Person (whether or not such holder Guarantor is the surviving Person), or (ii) sell, assign, transfer, convey or otherwise dispose of Common Stock is not a Person with which all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Company consolidated or into which another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Company merged Guarantor is the surviving corporation, or which merged into the Company Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale sale, assignment, transfer, conveyance or transfer was madeother disposition which has been made (i) is organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON"), or an Affiliate District of a constituent Person Columbia and (ii) in assumes all the case obligations of that Guarantor under this Indenture, including its Note Guarantee pursuant to a consolidation, merger, sale or transfer which includes an election as supplemental indenture satisfactory to the consideration to be received by the holders, Trustee; or (B) such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyanceassignment, lease or transfer, conveyance or otherwise so that other disposition or consolidation or merger complies with the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transferscovenant described above under Section 4.07.

Consolidation, Merger or Sale of Assets. In case (a) The Issuer shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any consolidation of the Company withother Person or sell, assign, convey, transfer, lease or otherwise dispose of, or merger take any action pursuant to any resolution passed by the Issuer’s board of directors or shareholders with respect to a demerger or division pursuant to which the Company intoIssuer would dispose of, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence shall not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) the Issuer shall be the continuing entity or (B) the Person (if other than the Issuer) formed by or surviving any such consolidation or resulting from such merger or to which acquires such assetssale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the case may beIssue Date, the Holder United States of America, any state thereof, or the District of Columbia, and (B) shall expressly assume, by a supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the Trustee, the Issuer’s obligations under the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents and the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents shall remain in full force and effect as so supplemented; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the right thereafterassumption that the transaction or series of transactions occurred on the first day of the applicable four-quarter fiscal period ended prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), upon exercise the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could incur at least €1.00 of this Warrant additional Debt under Section 4.06 (a); (iv) any Subsidiary Guarantor, unless it is the other party to the transactions described above, or unless its Guarantee has been released in accordance with Section 10.03, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (v) if any of the Issuer’s or any Restricted Subsidiary’s property or assets would thereupon become subject to all of any Lien, the provisions of this WarrantSection 4.10 hereof are complied with; and (vi) the Issuer or the Surviving Entity shall have delivered to the Trustee, in form and substance satisfactory to receive the kind Trustee, an Officer’s Certificate (attaching the computations to demonstrate compliance with clause (iii) above) and amount an opinion in form and substance reasonably satisfactory to the Trustee, of securitiesindependent counsel reasonably acceptable to the Trustee, cash and other property receivable upon each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or transfer other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. The Surviving Person (other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture and the Security Documents, but the predecessor company in the case of the lease of all the assets of the Issuer as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (b) A Subsidiary Guarantor shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by such Subsidiary Guarantor’s board of directors or shareholders with respect to a demerger or division pursuant to which such Subsidiary Guarantor would dispose of, all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence shall not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) such Subsidiary Guarantor shall be the continuing entity or (B) the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the Issue Date, the United States of America, any state thereof, or the District of Columbia, and (B) shall expressly assume, by a holder of supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the number of shares of Common Stock for which Trustee, such Subsidiary Guarantor’s obligations under its Guarantee, this Warrant may have been exercised Indenture, the Intercreditor Agreement and the other relevant Security Documents, and its Guarantee, this Indenture, the Intercreditor Agreement and the other relevant Security Documents, shall remain in full force and effect as so supplemented; (without applying the restrictions set forth in paragraph 3 hereofii) immediately prior after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of such Subsidiary Guarantor or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by such Subsidiary Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) if any of such Subsidiary Guarantor’s or any Restricted Subsidiary’s property or assets would thereupon become subject to any Lien, the provisions of Section 4.10 are complied with; and (iv) such Subsidiary Guarantor or the Surviving Entity shall have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee of independent counsel reasonably acceptable to the Trustee, each stating that such consolidation, merger, sale or sale, assignment, conveyance, transfer, assuming lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. The Surviving Person (iother than such Subsidiary Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of such holder of Common Stock is not a Person with which Subsidiary Guarantor under this Indenture and the Company consolidated or into which Security Documents, but the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) predecessor company in the case of the lease of all the assets of such Subsidiary Guarantor as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (c) Nothing herein shall prevent (i) any Wholly Owned Restricted Subsidiary that is not a consolidationSubsidiary Guarantor from consolidating with, merger, sale merging into or transfer which includes an election as transferring all or substantially all of its properties and assets to the consideration Issuer or any other Wholly Owned Restricted Subsidiary whether or not a Subsidiary Guarantor, (ii) any Subsidiary Guarantor from merging into or transferring all or part of its properties and assets to be received by another Subsidiary Guarantor or the holders, such holder of Common Stock failed to exercise its rights of election, as to Issuer or (iii) the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or Issuer from merging into an Affiliate thereof and in respect holding 100% of its Capital Stock which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then was incorporated solely for the purpose of this paragraph 9 reincorporating the kind Issuer in another jurisdiction to realize tax or other benefits. (d) The Issuer shall publish a notice of any consolidation, merger or sale of assets described above in accordance with Section 13.02 hereof and, so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and amount admitted to trading on the Euro MTF and the rules and regulations of securitiesthe Luxembourg Stock Exchange so require, cash and other property receivable upon notify such exchange of any such consolidation, merger, merger or sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersfile supplemental listing particulars.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company withis the surviving Person), or merger of the Company into(2) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, lease, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (i) the Company is the surviving Person; or (ii) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Company) or to which such merger sale, assignment, transfer, lease, conveyance or which acquires such assetsother disposition will have been made (A) is a Person organized or existing under the laws of the United States, as any state thereof or the District of Columbia, provided that in the case may bewhere such Person is not a corporation, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all a co-obligor of the provisions of this Warrant, to receive Notes is a corporation and (B) assumes all the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder obligations of the number of shares of Common Stock for Company under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction on a pro forma basis: (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which this Warrant may such sale, assignment, transfer, lease, conveyance or other disposition will have been exercised (without applying made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the restrictions Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.10(a); or (ii) the Fixed Charge Coverage Ratio for the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), as applicable, and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such consolidationtransaction; (4) each Guarantor, merger, sale or transfer, assuming (i) unless such holder of Common Stock Guarantor is not a the Person with which the Company consolidated has entered into a transaction under this Section 5.1, shall have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officer’s Certificate (attaching the arithmetic computation to demonstrate compliance with subclause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement comply with this Section 5.1 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided, however, that subclause (3) above shall not apply (i) if the sole purpose of such transaction is to change the state of incorporation or organization of the Company; or (ii) to any consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any Restricted Subsidiary. (b) A Guarantor shall not, directly or indirectly: (1) consolidate or merge with or into which another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Company merged or which merged into another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (i) (A) the Company Guarantor is the surviving corporation, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale sale, assignment, transfer, lease, conveyance or transfer was madeother disposition which has been made (x) is organized or existing under the laws of the United States, as any state thereof or the case may be District of Columbia and ("CONSTITUENT PERSON")y) assumes all the obligations of that Guarantor under this Indenture, or an Affiliate of including its Note Guarantee, pursuant to a constituent Person and supplemental indenture satisfactory to the Trustee; or (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyanceassignment, lease or transfer, conveyance or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting other disposition or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases consolidation or transfersmerger complies with Section 4.7.

Consolidation, Merger or Sale of Assets. In case (a) The Issuer shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any consolidation of the Company withother Person or sell, assign, convey, transfer, lease or otherwise dispose of, or merger take any action pursuant to any resolution passed by the Issuer’s board of directors or shareholders with respect to a demerger or division pursuant to which the Company intoIssuer would dispose of, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence shall not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) the Issuer shall be the continuing entity or (B) the Person (if other than the Issuer) formed by or surviving any such consolidation or resulting from such merger or to which acquires such assetssale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the case may beIssue Date, the Holder United States of America, any state thereof, or the District of Columbia, and (B) shall expressly assume, by a supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the Trustee, the Issuer’s obligations under the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents and the Notes, this Indenture, the Intercreditor Agreement and the other relevant Security Documents shall remain in full force and effect as so supplemented; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the right thereafterassumption that the transaction or series of transactions occurred on the first day of the applicable four-quarter fiscal period ended prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), upon exercise the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could incur at least €1.00 of this Warrant additional Debt under Section 4.06(a); (iv) any Subsidiary Guarantor, unless it is the other party to the transactions described above, or unless its Guarantee has been released in accordance with Section 10.03, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (v) if any of the Issuer’s or any Restricted Subsidiary’s property or assets would thereupon become subject to all of any Lien, the provisions of this WarrantSection 4.10 hereof are complied with; and (vi) the Issuer or the Surviving Entity shall have delivered to the Trustee, in form and substance satisfactory to receive the kind Trustee, an Officer’s Certificate (attaching the computations to demonstrate compliance with clause (iii) above) and amount an opinion in form and substance reasonably satisfactory to the Trustee, of securitiesindependent counsel reasonably acceptable to the Trustee, cash and other property receivable upon each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or transfer other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. The Surviving Person (other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture and the Security Documents, but the predecessor company in the case of the lease of all the assets of the Issuer as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (b) A Subsidiary Guarantor shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by such Subsidiary Guarantor’s board of directors or shareholders with respect to a demerger or division pursuant to which such Subsidiary Guarantor would dispose of, all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence shall not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) such Subsidiary Guarantor shall be the continuing entity or (B) the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) shall be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the Issue Date, the United States of America, any state thereof, or the District of Columbia, and (B) shall expressly assume, by a holder of supplemental indenture and/or other agreements, in each case in form and substance satisfactory to the number of shares of Common Stock for which Trustee, such Subsidiary Guarantor’s obligations under its Guarantee, this Warrant may have been exercised Indenture, the Intercreditor Agreement and the other relevant Security Documents, and its Guarantee, this Indenture, the Intercreditor Agreement and the other relevant Security Documents, shall remain in full force and effect as so supplemented; (without applying the restrictions set forth in paragraph 3 hereofii) immediately prior after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of such Subsidiary Guarantor or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by such Subsidiary Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) if any of such Subsidiary Guarantor’s or any Restricted Subsidiary’s property or assets would thereupon become subject to any Lien, the provisions of Section 4.10 are complied with; and (iv) such Subsidiary Guarantor or the Surviving Entity shall have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee of independent counsel reasonably acceptable to the Trustee, each stating that such consolidation, merger, sale or sale, assignment, conveyance, transfer, assuming lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. The Surviving Person (iother than such Subsidiary Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of such holder of Common Stock is not a Person with which Subsidiary Guarantor under this Indenture and the Company consolidated or into which Security Documents, but the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) predecessor company in the case of the lease of all the assets of such Subsidiary Guarantor as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (c) Nothing herein shall prevent (i) any Wholly Owned Restricted Subsidiary that is not a consolidationSubsidiary Guarantor from consolidating with, merger, sale merging into or transfer which includes an election as transferring all or substantially all of its properties and assets to the consideration Issuer or any other Wholly Owned Restricted Subsidiary whether or not a Subsidiary Guarantor, (ii) any Subsidiary Guarantor from merging into or transferring all or part of its properties and assets to be received by another Subsidiary Guarantor or the holders, such holder of Common Stock failed to exercise its rights of election, as to Issuer or (iii) the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or Issuer from merging into an Affiliate thereof and in respect holding 100% of its Capital Stock which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then was incorporated solely for the purpose of this paragraph 9 reincorporating the kind Issuer in another jurisdiction to realize tax or other benefits. (d) The Issuer shall publish a notice of any consolidation, merger or sale of assets described above in accordance with Section 13.02 hereof and, so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and amount admitted to trading on the Euro MTF and the rules and regulations of securitiesthe Luxembourg Stock Exchange so require, cash and other property receivable upon notify such exchange of any such consolidation, merger, merger or sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersfile supplemental listing particulars.

Consolidation, Merger or Sale of Assets. In case (a) Each Issuer agrees not to consolidate or merge with or into any other entity, or sell, lease or convey all or substantially all of its assets to any other entity in any one or more transactions unless the following conditions are met: (1) the resulting, surviving or transferee Person (the “Surviving Entity”) (if not such Issuer) (A) is organized under the laws of the United States of America or any state or the District of Columbia; provided that if the Surviving Entity is not a corporation satisfying the requirements of this clause (A), there shall be an obligor or a co-obligor that is a corporation that satisfies the requirements of this clause (A) and (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, all of such Issuer’s obligations under the Notes and this Indenture (and any Subsidiary Guarantee will be confirmed as applying to such Surviving Entity’s obligations); (2) immediately after giving effect to the transaction (and treating any Indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default under this Indenture may have occurred and be continuing; (3) immediately after giving effect to the transaction (and treating any indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), either (x) the Surviving Entity would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio under Section 4.03(a) determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period; or (y) the Fixed Charge Coverage Ratio for the Surviving Entity, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period, would be equal to or greater than the actual Fixed Charge Coverage Ratio for Wise Intermediate Holdings for the most recently completed four-quarter period prior to the transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (5) Wise Intermediate Holdings must deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. Notwithstanding the foregoing, if an Issuer effects a consolidation, merger or sale, conveyance, assignment, transfer, lease or other disposition of substantially all of its assets, the condition set forth in clause (3) of this Section 5.01(a) shall not apply to a transaction involving a Surviving Entity that is otherwise subject to the foregoing provisions if: (A) (i) the Surviving Entity (1) was formed for the purpose of effecting such transaction, (2) did not engage in any business prior to such transaction, (3) immediately prior to such transaction had no indebtedness or liabilities, contingent or otherwise, of any consolidation kind whatsoever, (4) immediately after such transaction had no additional “indebtedness” or significant “liabilities,” contingent or otherwise, of any kind whatsoever in excess of that which such Issuer had immediately prior to such transaction and (5) immediately after such transaction was engaged in the same business as such Issuer was engaged in immediately prior to such transaction, and (ii) the holders of the Company withoutstanding voting shares of such Issuer immediately prior to the transaction own, directly or merger indirectly, the outstanding voting shares of the Company intoSurviving Entity immediately after the transaction in substantially the same proportion as before the transaction; or (B) the merger was affected solely in connection with changing the jurisdiction of organization of such Issuer. (b) Each Guarantor (if any) will not, and the Issuers will not permit a Guarantor to, in one or more transactions, consolidate or merge with or into any other Person, any merger of another Person into the Company entity (other than the Issuers or any Guarantor) or sell, lease or convey all or substantially all of its assets to any other entity (other than the Issuers or any Guarantor), unless at the time and after giving effect thereto: (i) (A) either (1) the Guarantor will be the continuing entity in the case of a consolidation or merger which does not result in any reclassification, conversion, exchange involving the Guarantor or cancellation of outstanding shares of Common Stock(2) the Person formed by or any sale surviving such consolidation or transfer of merger or the Person that acquires all or substantially all of the assets of the Company Guarantor on a consolidated basis will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the Person formed by such consolidation United States of America, any state thereof or resulting from such merger the District of Columbia or which acquires such assets, as the case may be, the Holder shall have the right thereafter, upon exercise jurisdiction of this Warrant in accordance with and subject to all organization of the provisions of this WarrantGuarantor and such Person expressly assumes, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of supplemental indenture all the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date obligations of such a consolidation, merger Guarantor under its Subsidiary Guarantee and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for this Indenture and such Subsidiary Guarantee and Indenture will remain in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; full force and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.effect;

Consolidation, Merger or Sale of Assets. In case Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not: (i) consolidate with or merge with or into any consolidation Person; or (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person; or (iii) 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 or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any state thereof (or, if a limited liability company, then an entity organized as a corporation is added as a co-issuer of the Notes) and expressly assumes by supplemental indenture all of the obligations of the Company withunder the Indenture and the Notes; (2) immediately after 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 the resulting, surviving or transferee Person has a Total Shareholders’ Equity equal to or greater than the Total Shareholders’ Equity of the Company immediately prior to such transaction; (4) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person (i) could Incur at least $1.00 of additional Debt under Section 4.06(a), or (ii) has a Debt-to-Equity Ratio equal to or better than the Debt-to-Equity Ratio of the Company immediately prior to such transaction or (iii) has a Fixed Charge Coverage Ratio no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) 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 (2) through (4) do not apply (i) to the consolidation or merger of the Company into, any other Person, any with or into a Restricted Subsidiary or the consolidation or merger of another Person a Restricted Subsidiary with or into the Company or (ii) if, in the good faith judgment of the Board of Managers 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 (provided that such jurisdiction remains within the United States of America). (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to 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 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 disposition of less than a consolidation or merger which does substantially all of its assets, the Company will be released from its obligations under the Indenture and the Notes. (d) Notwithstanding the foregoing, the Company shall not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stockbe required to comply with clauses (3) or any sale (4) of Section 5.01(a) if the Person merging with or transfer of into the Company, or to which all or substantially all of the assets of the Company are being transferred has, or is the wholly-owned subsidiary of a Person that has, in each case upon consummation of such transaction, a corporate credit rating that is Investment Grade (the person so rated, the “Investment Grade Buyer”) and the Investment Grade Buyer assumes by supplemental indenture the obligations of the Person formed by Company under the Indenture and the Notes or fully and unconditionally guarantees such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersobligations.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company withis the surviving corporation) or (2) sell, assign, transfer, convey or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or of more related transactions, to another Person or Persons, unless: (A) either: (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Company) or to which such merger sale, assignment, transfer, conveyance or which acquires such assetsother disposition shall have been made (i) is a corporation or limited liability company organized or existing under the laws of the United States, as any state thereof or the case may beDistrict of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Holder Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (B) immediately after giving effect to such transaction no Default or Event of Default exists; and (C) immediately after giving effect to such transaction on a pro forma basis, the Company 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, will, on the right thereafter, upon exercise date of this Warrant in accordance with such transaction after giving pro forma effect thereto and subject to all any related financing transactions as if the same had occurred at the beginning of the provisions applicable four-quarter period, be (i) permitted to incur at least $1.00 of this Warrant, additional Indebtedness pursuant to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.06(a) or (ii) have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio of the Company for the four-quarter period immediately prior to such consolidationtransaction. In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clauses (B) and (C) of Section 5.01(a)(2) will not apply to any merger, sale consolidation or sale, assignment, transfer, assuming lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. (ib) such holder Upon the consummation of Common Stock any transaction effected in accordance with these provisions, if the Company is not a the continuing Person, the resulting, surviving or transferee Person with which will succeed to, and be substituted for, and may exercise every right and power of, the Company consolidated or into which under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company merged or which merged into in the Company or to which Indenture. Upon such sale or transfer was madesubstitution, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) except in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease transfer or transfer, or otherwise so that disposition of less than all its assets the provisions set forth herein for Company will be released from its obligations under the protection of Indenture and the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuer may not consolidate or merge with or into (whether or not the Company withIssuer is the surviving corporation), or merger of the Company intosell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, lease, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another corporation, Person or entity (the assets of "Surviving Entity") unless: (i) the Company Issuer is the surviving corporation or of the entity or the Person formed by or surviving any such consolidation or resulting from such merger or which acquires such assets, as (if other than the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereofIssuer) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale sale, assignment, transfer, lease, conveyance or transfer was madeother disposition shall have been made is a corporation organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON"), or an Affiliate District of a constituent Person and Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Issuer pursuant to a supplemental indenture in a form reasonably satisfactory to the case Trustee, under the Bonds and this Indenture; (iii) immediately after such transaction no Default or Event of a consolidation, Default exists; (iv) the Issuer or any entity or Person formed by or surviving any such consolidation or merger, sale or transfer to which includes an election such sale, assignment, transfer, lease, conveyance or other disposition will have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Issuer immediately preceding the transaction and (B) 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 consideration Fixed Charge Coverage Ratio test set forth in Section 4.08(a); (v) such transactions would not require any Holder of Bonds to obtain a gaming license or be received by qualified under the holderslaws of any applicable Gaming jurisdiction, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall Holder would not have been exercised required to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction in the absence of such transactions; and ("NON-ELECTING SHARE"), then for vi) such transactions would not result in the purpose loss of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale any qualification or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality any material license of the non-electing shares). Adjustments Issuer or its Subsidiaries necessary for events subsequent any Gaming Related Business then operated by the Issuer or its Subsidiary. (b) The Issuer shall deliver to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable Trustee prior to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation consummation of the resulting or surviving corporation, in any contract proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of sale, conveyance, lease or transfer, or otherwise so Counsel stating that the provisions set forth herein for proposed transaction and such supplemental indenture complies with this Indenture and the protection assumptions, if any, of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersRelated Documents are effective.

Consolidation, Merger or Sale of Assets. In case (1) The Issuer shall not, in a single transaction or through a series of transactions, consolidate with or merge with or into any consolidation other Person or permit any other Person to be substituted as the issuer of the Company withNotes or sell, assign, convey, transfer, lease or otherwise dispose of, or merger take any action pursuant to any resolution passed by the board of directors of the Company intoIssuer or the Issuer's shareholders with respect to a demerger or division pursuant to which the Issuer would dispose of, all or substantially all of its properties and assets to any other PersonPerson or Persons or permit any Restricted Subsidiary to enter into any such transaction or series of transactions if such transaction or series of transactions, any merger of another Person into in the Company (other than a consolidation or merger which does not aggregate, would result in any reclassificationthe sale, conversionassignment, exchange conveyance, transfer, lease or cancellation of outstanding shares of Common Stock) or any sale or transfer other disposition of all or substantially all of the Issuer's properties and assets and those of its Restricted Subsidiaries on a consolidated basis to any other Person or Persons. The previous sentence shall not apply to the Company Issuer and any Restricted Subsidiary that is not a Subsidiary Guarantor if at the time and immediately after giving effect any such transaction or series of transactions: (a) either the Issuer shall be the continuing corporation or the Person (if other than the Issuer) formed by such consolidation or resulting into which the Issuer or such Restricted Subsidiary is merged, demerged or divided, or the Person that is substituted for the Issuer as the issuer of the Notes or the Person that acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all the properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis (the "Surviving Entity"): (i) shall be a corporation duly organised and validly existing under the laws of Australia, Canada or any province thereof, Hong Kong, any member state of the European Union as of the date of this Indenture, Switzerland, Bermuda, the United States of America, any state thereof, or the District of Columbia, and (ii) shall expressly assume, by a supplemental indenture in form satisfactory to the Trustee, the Issuer's obligations under the Notes, this Indenture and the Registration Rights Agreement and the Notes, this Indenture and the Registration Rights Agreement shall remain in full force and effect as so supplemented; and (iii) in the case of a substitution, the Issuer shall be a Wholly Owned Restricted Subsidiary of the Surviving Entity. (b) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (c) either (i) both the Rating Agencies shall have confirmed in writing to the Issuer that no Rating Decline shall have occurred as a result of giving effect to such transaction or series of transactions or (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), the Issuer's Consolidated Net Worth (or of the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) is equal to or greater than the Issuer's Consolidated Net Worth immediately prior to such transaction or series of transactions; (d) immediately. after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), either (i) the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could incur at least $1.00 of additional Debt (other than Permitted Debt) under the provisions of Section 4.09 (Limitation on Debt) or (ii) the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) has a Consolidated Fixed Charge Coverage Ratio equal to or greater than such ratio of the Issuer and the Restricted Subsidiaries immediately prior to such substitution, transaction or series of transactions; (e) any Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Notes; (f) if any of the Issuer's or any Restricted Subsidiary's property or assets would thereupon become subject to any Lien, the provisions of Section 4.14 (Limitation on Liens) are complied with; and (g) the Issuer or the Surviving Entity shall have delivered to the Trustee, in form and substance satisfactory to the Trustee, an officers' certificate (attaching the authentic computations to demonstrate compliance with clauses (c) and (d) above) and an opinion of independent counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the requirements of this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. The Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but, in the case of a lease of all or substantially all of the Issuer's assets, the Issuer shall not be released from the obligation to pay the principal of and interest, and Additional Amounts, if any, on the Notes. (2) Subject to certain limitations described in this Indenture governing the release of a Guarantee upon the sale or disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall, in a single transaction or through a series of transactions, consolidate with or merge with or into any other Person or permit any other Person to be substituted as a Subsidiary Guarantor of the Notes, or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by its board of directors or shareholders with respect to a demerger or division pursuant to which such Subsidiary Guarantor would dispose of its properties and assets to any other Person or Persons if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of (x) assets in an amount equal to more than 10% of the total amount of the Subsidiary Guarantors' combined Tangible Assets, less the aggregate Fair Market Value of any assets received by such Subsidiary Guarantor as consideration for such transaction or transactions or assets purchased within 360 days thereafter with the Net Cash Proceeds received therefrom, or (y) assets or operations of such Subsidiary Guarantor that, following such transaction or transactions and taking into account the receipt by the Subsidiary Guarantor of any assets given as consideration for such transaction or transactions or assets purchased within 360 days thereafter with the Net Cash Proceeds received therefrom, generate more than 10% of the Subsidiary Guarantors' combined Total Revenues, in each case to any other Person or Persons. The previous sentence shall not apply if at the time and immediately after giving effect any such transaction or series of transactions: (i) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which acquires such assetssale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of Australia, Canada, any province thereof, Hong Kong, any member state of the European Union as of the date of this Indenture, Switzerland, Bermuda, the United States, any state thereof, or the District of Columbia, (such Subsidiary Guarantor or such Person, as the case may be, being herein called the Holder shall have "Additional Subsidiary Guarantor"); (ii) the right thereafterAdditional Subsidiary Guarantor, upon exercise if other than such Subsidiary Guarantor, executes and delivers a supplemental indenture in form reasonably satisfactory to the Trustee providing for a Guarantee of this Warrant in accordance with and subject to all payment of the provisions of this Warrant, to receive Notes on the kind and amount of securities, cash and other property receivable upon same terms as such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised Subsidiary Guarantor's Guarantee; (without applying the restrictions set forth in paragraph 3 hereofiii) immediately prior to and after giving effect to such transaction no Default or Event of Default exists; and (iv) The Issuer shall have delivered to the trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indentures, if any, comply with this indenture. Such restrictions shall not apply if such sale or disposition is an Asset Swap that complies with the applicable provisions of this Indenture governing Asset Swaps described in Section 4.11 (Limitation on Sales of Certain Assets). (b) Notwithstanding the foregoing, a Subsidiary Guarantor may sell, assign, convey, transfer, assuming lease or otherwise dispose of (i) such holder properties and assets in connection with a Permitted Receivables Financing, in an aggregate principal amount not to exceed 25% of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was madeTotal Receivables, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held determined immediately prior to such consolidationdisposal, merger, sale or transfer by other than a constituent Person or an Affiliate thereof (ii) the Montrose and in respect Montclare Ships and (iii) ships (including stage payments related to the construction of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for ships) that at the purpose date of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality Indenture are part of the non-electing sharesIssuer's existing new shipbuilding program, to CP Ships (Number 3) Limited or CP Ships (Number 4). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with(a) The Parent Guarantor shall not, directly or merger of the Company into, any other Person, any merger of indirectly consolidate or merge with or into another Person into (whether or not the Company (other than a consolidation Parent Guarantor is the surviving corporation); or merger which does not result in any reclassificationsell, conversionassign, exchange transfer, convey or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties or assets of the Company Parent Guarantor and its Restricted Group Members taken as a whole, in one or of more related transactions, to another Person; unless: (i) either: (A) the Parent Guarantor is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Parent Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made: (I) is a corporation organized or existing under the laws of (w) Spain, (x) any other member of the European Union that has adopted the Euro as its national currency, (y) the United Kingdom or (z) the United States, any state of the United States or the District of Columbia; and (II) assumes all the obligations of the Parent Guarantor under the Parent Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; and (iii) the Parent Guarantor or the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or to which acquires such assetssale, assignment, transfer, conveyance or other disposition has been made, as the case may be, shall: (A) on the Holder shall have date of such transaction after giving pro forma effect thereto and any related financing transactions as if the right thereaftersame had occurred at the beginning of the applicable four-quarter period, upon exercise (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a) of this Warrant Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such transaction; and (B) if the surviving Person is not the Parent Guarantor, have delivered to the Trustee, in accordance with form and subject substance satisfactory to all the Trustee, an Officers’ Certificate and an opinion of independent counsel (on each of which the provisions of this WarrantTrustee shall rely absolutely), to receive the kind and amount of securities, cash and other property receivable upon each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Parent Guarantee constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the Board of Directors of the Parent Guarantor acting in good faith. Notwithstanding the foregoing clause (iii), any Restricted Group Member may consolidate with, merge with or into or transfer by a holder all or part of its properties and assets to the Parent Guarantor so long as no Equity Interests of such Restricted Group Member are distributed to any Person other than the Parent Guarantor; and the Parent Guarantor may consolidate or merge with or into an Affiliate of the number Parent Guarantor solely for the purpose of shares reincorporating the Parent Guarantor in Spain, any other member of Common Stock for which the European Union that has adopted the Euro as its national currency, the United Kingdom or the United States, any state of the United States or the District of Columbia. (b) In addition, the Parent Guarantor may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) The Issuer may not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its property in any one transaction or series of related transactions; provided, however, that the Issuer may consolidate or merge with or into another Person if: (i) the Person formed by or surviving any such consolidation or merger: (A) is a corporation organized or existing under the laws of (i) Spain, (ii) any other member of the European Union that has adopted the Euro as its national currency, (iii) the United Kingdom or (iv) the United States, any state of the United States or the District of Columbia; and (B) assumes all the obligations of the Issuer under the Notes and this Warrant may have been exercised Indenture pursuant to agreements reasonably satisfactory to the Trustee; (without applying ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; (iii) the restrictions Person formed by or surviving any such consolidation or merger shall: (A) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.06(a) of this Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such consolidationtransactions; and (B) if the surviving Person is not the Issuer, have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate (attaching the computations to demonstrate compliance with clause (A) above) and an opinion of independent counsel (on each of which the Trustee shall rely absolutely), each stating that such consolidation or merger, sale and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the Board of Directors of the Parent Guarantor acting in good faith; and (iv) if such consolidation or transfermerger results in the imposition of any Tax on a holder or beneficial owner of any Notes, assuming (i) the Issuer shall indemnify each such holder and beneficial owner on an after-tax basis for the full amount of Common Stock is not a Person any and all such Taxes imposed. Notwithstanding the foregoing clause (iii), any Restricted Group Member may consolidate with, merge with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, all or part of its properties and assets to the Issuer so long as no Equity Interests of the case Restricted Group Member are distributed to any Person other than the Issuer; and the Issuer may be ("CONSTITUENT PERSON"), consolidate or merge with or into an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then Issuer solely for the purpose of this paragraph 9 reincorporating the kind and amount of securitiesIssuer in Spain, cash and any other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality member of the non-electing shares). Adjustments for events subsequent to European Union that has adopted the effective date of such a consolidationEuro as its national currency, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In United Kingdom or the United States, any such event, effective provisions shall be made in the certificate or articles of incorporation state of the resulting United States or surviving corporation, in any contract the District of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertyColumbia. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.ARTICLE SIX

Consolidation, Merger or Sale of Assets. In case (a) Each Issuer will agree not to consolidate or merge with or into any other entity, or sell, lease or convey all or substantially all of its assets to any other entity in any one or more transactions unless the following conditions are met: (1) the resulting, surviving or transferee Person (the “Surviving Entity”) (if not an Issuer) (A) is organized under the laws of the United States of America or any state or the District of Columbia; provided that if the Surviving Entity is not a corporation satisfying the requirements of this clause (A), there shall be an obligor or a co-obligor that is a corporation that satisfies the requirements of this clause(A), (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of such Issuer’s obligations under the Notes and this Indenture (and any Subsidiary Guarantee will be confirmed as applying to such Surviving Entity’s obligations) and (C) shall expressly assume the due and punctual performance of the covenants and obligations of such Issuer under the Security Documents; (2) immediately after giving effect to the transaction (and treating any Indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default under this Indenture may have occurred and be continuing; (3) immediately after giving effect to the transaction (and treating any indebtedness which becomes an obligation of the Surviving Entity or any Restricted Subsidiary as a result of such transaction as having been incurred by such Surviving Entity or such Restricted Subsidiary at the time of such transaction), either (x) the Surviving Entity would be able to incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio under Section 4.03(a) determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period; or (y) the Fixed Charge Coverage Ratio for the Surviving Entity, determined on a pro forma basis as if such transaction had occurred at the beginning of the immediately preceding four-quarter period, would be equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for the most recently completed four-quarter period prior to the transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) such Issuer or the Surviving Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Issuer or the Surviving Entity; (6) the Collateral owned by or transferred to such Issuer or the Surviving Entity, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders, and (c) not be subject to any Lien other than Permitted Liens; (7) to the extent that the property and assets of the Person that is merged or consolidated with or into the relevant Issuer or the Surviving Entity, as applicable, are property and assets of the types that would constitute Collateral under the Security Documents, the relevant Issuer or the Surviving Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents, including perfection thereof, in the manner and to the extent required in this Indenture or any of the Security Documents; and (8) the Company must deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. Notwithstanding the foregoing, if an Issuer effects a consolidation, merger or sale, conveyance, assignment, transfer, lease or other disposition of substantially all of its assets, the condition set forth in clause (3) of this Section 5.01(a) shall not apply to a transaction involving a Surviving Entity that is otherwise subject to the foregoing provisions if: (A) (i) the Surviving Entity (1) was formed for the purpose of effecting such transaction, (2) did not engage in any business prior to such transaction, (3) immediately prior to such transaction had no indebtedness or liabilities, contingent or otherwise, of any consolidation kind whatsoever, (4) immediately after such transaction had no additional “indebtedness” or significant “liabilities,” contingent or otherwise, of any kind whatsoever in excess of that which such Issuer had immediately prior to such transaction and (5) immediately after such transaction was engaged in the same business as such Issuer was engaged in immediately prior to such transaction, and (ii) the holders of the Company withoutstanding voting shares of such Issuer immediately prior to the transaction own, directly or merger indirectly, the outstanding voting shares of the Company intoSurviving Entity immediately after the transaction in substantially the same proportion as before the transaction; or (B) the merger was affected solely in connection with changing the jurisdiction of organization of such Issuer. (b) Each Guarantor will not, and the Issuers will not permit a Guarantor to, in one or more transactions, consolidate or merge with or into any other Person, any merger of another Person into the Company entity (other than the Issuers or any Guarantor) or sell, lease or convey all or substantially all of its assets to any other entity (other than the Issuers or any Guarantor), unless at the time and after giving effect thereto: (i) (A) either (1) the Guarantor will be the continuing entity in the case of a consolidation or merger which does not result in any reclassification, conversion, exchange involving the Guarantor or cancellation of outstanding shares of Common Stock(2) the Person formed by or any sale surviving such consolidation or transfer of merger or the Person that acquires all or substantially all of the assets of the Company Guarantor on a consolidated basis (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the Person formed by such consolidation United States of America, any state thereof or resulting from such merger the District of Columbia or which acquires such assets, as the case may be, the Holder shall have the right thereafter, upon exercise jurisdiction of this Warrant in accordance with and subject to all organization of the provisions of this WarrantGuarantor and such Person (x) expressly assumes, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the number of shares of Common Stock for which such Guarantor under its Subsidiary Guarantee and this Warrant may have been exercised (without applying the restrictions set forth Indenture and such Subsidiary Guarantee and Indenture will remain in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person full force and effect; and (iiy) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares due and punctual performance of stock, other securities, cash the covenants and property. The provisions obligations of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.the applicable Guarantor under the Security Documents;

Consolidation, Merger or Sale of Assets. In case of any consolidation (a) Each of the Company withand Xxxxx Xxxxx GP will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or merger 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 Company intoaggregate, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not would result in any reclassificationa sale, conversionassignment, exchange conveyance, transfer, lease or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Person formed by such consolidation Company, Xxxxx Xxxxx GP or resulting from such merger a Guarantor), unless at the time and after giving effect thereto (1) either (a) the Company or which acquires such assetsXxxxx Xxxxx GP, as the case may be, will be the Holder shall have continuing entity or (b) the right thereafterPerson (if other than the Company or Xxxxx Xxxxx GP, upon exercise of this Warrant in accordance with and subject to as the case may be) formed by such consolidation or into which the Company or Xxxxx Xxxxx GP, as the case may be, is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the provisions properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be an entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company or Xxxxx Xxxxx GP, as the case may be, under the Notes and this WarrantIndenture and the Registration Rights Agreement, as the case may be; (2) 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 will have occurred and be continuing; (3) either (i) immediately before and 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 Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 4.07 hereof or (ii) (x) the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to such transaction as of the beginning of such four quarter period would be not less than (y) the Company’s Consolidated Fixed Charge Coverage Ratio for such four quarter period immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (5) at the time of the transaction, the Company or Xxxxx Xxxxx GP, as the case may be, or the Surviving Entity will have delivered, or caused to be delivered, to receive the kind Trustee, in form and amount substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of securitiesCounsel, cash and other property receivable upon each to the effect that such consolidation, merger, sale transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Except as provided by Section 11.05 hereof, each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor), unless at the time and after giving effect thereto (1) either (a) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or into which such Guarantor is merged (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a holder supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the number of shares of Common Stock for which Notes and this Warrant may have been exercised Indenture and the Registration Rights Agreement; (without applying the restrictions set forth in paragraph 3 hereof2) immediately prior after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, sale or transfer, assuming sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph (ib) such holder shall not apply to any Guarantor whose Guarantee of Common Stock the Notes is not unconditionally released and discharged in accordance with Section 11.05 hereof. (c) In the event of any transaction (other than a Person lease) described in and complying with the conditions listed in paragraphs (a) and (b) above in which the Company consolidated Company, Xxxxx Xxxxx GP or into which the Company merged or which merged into the Company or to which such sale or transfer was madeany Guarantor, as the case may be ("CONSTITUENT PERSON")be, or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, Xxxxx Xxxxx GP or such Guarantor, as the case may be, and the Company, Xxxxx Xxxxx GP or any Guarantor, as the case may be, would be discharged from all obligations and covenants under this Indenture and the Notes or its Guarantee, as the case may be, and the Registration Rights Agreement. (d) Notwithstanding the foregoing, the Company may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of Common Stock held immediately prior to such consolidationall or substantially all of its assets to, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then incorporated or organized solely for the purpose of this paragraph 9 reincorporating or reorganizing the kind Company in another jurisdiction and/or for the purpose of forming a holding company, and amount any Guarantor or Xxxxx Xxxxx GP may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of securitiesall or substantially all of its assets to, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality an Affiliate as part of any internal corporate reorganization of the non-electing shares)Company. Adjustments for events subsequent to the effective date of such a consolidation, merger ARTICLE SIX Defaults and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.Remedies

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuers will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the Company withsurviving corporation), or merger of the Company into(2) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company Issuers and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; Table of Contents (2) either: (A) such Issuer is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (ii) assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction on a pro forma basis, (i) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.03 (a); or (ii) the Consolidated Leverage Ratio is positive and less than the Company’s Consolidated Leverage Ratio immediately prior to such transaction; (4) each Guarantor, unless such Guarantor is the Person with which such Issuer has entered into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of such Issuer or the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that clause (3) above will not apply (i) if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution a copy of which shall be delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of the Company, and such transaction does not have as one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among such Issuers and any Guarantor. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by such consolidation or resulting into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from such merger or which acquires such assets, as and after the case may be, the Holder shall have the right thereafter, upon exercise date of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, assignment, conveyance or transfer by a holder other disposition, the provisions of this Indenture referring to the “Issuers” will refer instead to the successor Person and not to such Issuer), and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor Person had been named as an Issuer in this Indenture. In the event of any such transfer, the predecessor will be released and discharged from all liabilities and obligations in respect of the number Notes and this Indenture and the predecessor may be dissolved, wound up or liquidated at any time thereafter. Table of shares Contents In addition, the Company and the Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of Common Stock for which this Warrant may have been exercised the properties or assets of the Company and the Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. (without applying the restrictions set forth in paragraph 3 hereofb) immediately prior to such consolidationA Guarantor will not, merger, sale directly or transfer, assuming indirectly: (i) consolidate or merge with or into another Person (whether or not such holder Guarantor is the surviving Person), or (ii) sell, assign, transfer, convey or otherwise dispose of Common Stock is not a Person with which all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Company consolidated or into which another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Company merged Guarantor is the surviving corporation, or which merged into the Company Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale sale, assignment, transfer, conveyance or transfer was madeother disposition which has been made (i) is organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON"), or an Affiliate District of a constituent Person Columbia and (ii) in assumes all the case obligations of that Guarantor under this Indenture, including its Note Guarantee pursuant to a consolidation, merger, sale or transfer which includes an election as supplemental indenture satisfactory to the consideration to be received by the holders, Trustee; or (B) such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyanceassignment, lease or transfer, conveyance or otherwise so that other disposition or consolidation or merger complies with the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transferscovenant described above under Section 4.07.

Consolidation, Merger or Sale of Assets. In case (a) The Issuer shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any consolidation of the Company withother Person or sell, assign, convey, transfer, lease or otherwise dispose of, or merger take any action pursuant to any resolution passed by the Issuer’s board of directors or shareholders with respect to a demerger or division pursuant to which the Company intoIssuer would dispose of, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence will not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) the Issuer will be the continuing corporation or (B) the Person (if other than the Issuer) formed by or surviving any such consolidation or resulting from such merger or to which acquires such assetssale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (I) will be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the case may bedate of the Indenture, the Holder shall United States of America, any state thereof, or the District of Columbia, and (II) will expressly assume, by a supplemental indenture in form and substance satisfactory to the Trustee, the Issuer’s obligations under the Notes and the Indenture, and the Notes and the Indenture will remain in full force and effect as so supplemented; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the right thereafterassumption that the transaction or series of transactions occurred on the first day of the four-quarter fiscal period ended immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), upon exercise the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under this Indenture) could incur at least €1.00 of this Warrant additional Debt (other than Permitted Debt) under Section 4.06; (iv) any Subsidiary Guarantor, unless it is the other party to the transactions described above, or unless its Guarantee has been released in accordance with and subject to all of the provisions of the Indenture described above under Articles 10 and 11 hereof, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s obligations under this WarrantIndenture and the Notes; (v) if any of the Issuer’s or any Restricted Subsidiary’s property or assets would thereupon become subject to any Lien, the provisions of Section 4.10 hereof are complied with; and (vi) the Issuer or the Surviving Entity will have delivered to receive the kind Trustee, in form and amount substance satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with clause (iii) above) and an Opinion of securitiesCounsel, cash and other property receivable upon each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. Except with respect to a sale pursuant to an Enforcement Action, the Surviving Person (other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture, but the predecessor company in the case of the lease of all the assets of the Issuer as an entirety or transfer substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (b) A Subsidiary Guarantor shall not, in a single transaction or through a series of transactions, consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by such Subsidiary Guarantor’s board of directors or shareholders with respect to a demerger or division pursuant to which such Subsidiary Guarantor would dispose of, all or substantially all of the properties and assets of such Subsidiary Guarantor and its Restricted Subsidiaries taken as a whole to any other Person or Persons. The previous sentence will not apply if: (i) at the time of, and immediately after giving effect to, any such transaction or series of transactions, either (A) such Subsidiary Guarantor will be the continuing corporation or (B) the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or substantially all the properties and assets of the Issuer and the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (I) will be a corporation duly incorporated and validly existing under the laws of any member state of the European Union as of the date of the Indenture, the United States of America, any state thereof, or the District of Columbia, and (II) will expressly assume, by a holder of supplemental indenture in form and substance satisfactory to the number of shares of Common Stock for which this Warrant may have been exercised Trustee, such Subsidiary Guarantor’s obligations under its Guarantee and the Indenture, and its Guarantee and the Indenture will remain in full force and effect as so supplemented; (without applying the restrictions set forth in paragraph 3 hereofii) immediately prior after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of such Subsidiary Guarantor or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by such Subsidiary Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) if any of such Subsidiary Guarantor’s or any Restricted Subsidiary’s property or assets would thereupon become subject to any Lien, the provisions of Section 4.10 hereof are complied with; and (iv) such Subsidiary Guarantor or the Surviving Entity will have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or sale, assignment, conveyance, transfer, assuming lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms. Except with respect to a sale pursuant to an Enforcement Action, the Surviving Person (iother than such Subsidiary Guarantor) shall succeed to, and be substituted for, and may exercise every right and power of such holder of Common Stock is not a Person with which Subsidiary Guarantor under the Company consolidated or into which Indenture, but the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) predecessor company in the case of the lease of all the assets of such Subsidiary Guarantor as an entirety or substantially as an entirety shall not be released from any of its payment obligations under this Indenture. (c) Nothing herein shall prevent (i) any Wholly Owned Restricted Subsidiary that is not a Subsidiary Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Issuer or any other Wholly Owned Restricted Subsidiary whether or not a Subsidiary Guarantor, (ii) any Subsidiary Guarantor from merging into or transferring all or part of its properties and assets to another Subsidiary Guarantor or (iii) the Issuer from merging into an Affiliate holding 100% of its Capital Stock which was incorporated solely for the purposes of reincorporating the Issuer in another jurisdiction to realize tax or other benefits. (d) Although there is a limited body of case law interpreting the phrase “all or substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. (e) The Issuer will publish a notice of any consolidation, mergermerger or sale of assets described above in accordance with the provisions of Section 13.02 hereof and, sale or transfer which includes an election so long as to the consideration to be received by rules of the holdersLuxembourg Stock Exchange so require, notify such holder exchange of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon any such consolidation, merger, merger or sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersfile supplemental listing particulars.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with(a) The Parent Guarantor shall not, directly or merger of the Company into, any other Person, any merger of indirectly consolidate or merge with or into another Person into (whether or not the Company (other than a consolidation Parent Guarantor is the surviving corporation); or merger which does not result in any reclassificationsell, conversionassign, exchange transfer, convey or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties or assets of the Company Parent Guarantor and its Restricted Group Members taken as a whole, in one or of more related transactions, to another Person; unless: (i) either: (A) the Parent Guarantor is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or resulting from merger (if other than the Parent Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made: (1) is a corporation organized or existing under the laws of (w) Spain, (x) any other member of the European Union that has adopted the euro as its national currency, (y) the United Kingdom or (z) the United States, any state of the United States or the District of Columbia; and (2) assumes all the obligations of the Parent Guarantor under the Parent Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; and (iii) the Parent Guarantor or the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or to which acquires such assetssale, assignment, transfer, conveyance or other disposition has been made, as the case may be, shall: (A) on the Holder shall have date of such transaction after giving pro forma effect thereto and any related financing transactions as if the right thereaftersame had occurred at the beginning of the applicable four-quarter period, upon exercise (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a) of this Warrant Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such transaction; and (B) if the surviving Person is not the Parent Guarantor, have delivered to the Trustee, in accordance with form and subject substance satisfactory to all the Trustee, an Officer's Certificate and an opinion of independent counsel (on each of which the provisions of this WarrantTrustee shall rely absolutely), to receive the kind and amount of securities, cash and other property receivable upon each stating that such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Parent Guarantee constitutes legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the Board of Directors of the Parent Guarantor acting in good faith. Notwithstanding the foregoing clause (iii), any Restricted Group Member may consolidate with, merge with or into or transfer by a holder all or part of its properties and assets to the Parent Guarantor so long as no Equity Interests of such Restricted Group Member are distributed to any Person other than the Parent Guarantor; and the Parent Guarantor may consolidate or merge with or into an Affiliate of the number Parent Guarantor solely for the purpose of shares reincorporating the Parent Guarantor in Spain, any other member of Common Stock for which the European Union that has adopted the euro as its national currency, the United Kingdom or the United States, any state of the United States or the District of Columbia. (b) In addition, the Parent Guarantor may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) The Issuer may not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its property in any one transaction or series of related transactions; provided, however, that the Issuer may consolidate or merge with or into another Person if: (i) the Person formed by or surviving any such consolidation or merger: (A) is a corporation organized or existing under the laws of (i) Spain, (ii) any other member of the European Union that has adopted the euro as its national currency, (iii) the United Kingdom or (iv) the United States, any state of the United States or the District of Columbia; and (B) assumes all the obligations of the Issuer under the Notes and this Warrant may have been exercised Indenture pursuant to agreements reasonably satisfactory to the Trustee; (without applying ii) immediately after giving effect to such transaction, no Default or Event of Default exists or would exist; (iii) the restrictions Person formed by or surviving any such consolidation or merger shall: (A) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (I) be permitted to incur at least €1.00 of additional Debt pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph 3 hereofSection 4.06(a) of this Indenture or (II) the Fixed Charge Coverage Ratio would have been equal to or higher than such ratio immediately prior to such consolidationtransactions; and (B) if the surviving Person is not the Issuer, have delivered to the Trustee, in form and substance satisfactory to the Trustee, an Officer's Certificate (attaching the computations to demonstrate compliance with clause (A) above) and an opinion of independent counsel (on each of which the Trustee shall rely absolutely), each stating that such consolidation or merger, sale and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the Notes constitute legal, valid and binding obligations of the continuing person, enforceable in accordance with their terms, subject to customary qualifications as determined by the Board of Directors of the Parent Guarantor acting in good faith; and (iv) the Issuer indemnifies each holder and beneficial owner on an after- tax basis for the full amount of any and all Taxes imposed on such a holder or transferbeneficial owner of any Notes resulting from such consolidation or merger. Notwithstanding the foregoing clause (iii), assuming (i) such holder of Common Stock is not a Person any Restricted Group Member may consolidate with, merge with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, all or part of its properties and assets to the Issuer so long as no Equity Interests of the case Restricted Group Member are distributed to any Person other than the Issuer; and the Issuer may be ("CONSTITUENT PERSON"), consolidate or merge with or into an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then Issuer solely for the purpose of this paragraph 9 reincorporating the kind and amount of securitiesIssuer in Spain, cash and any other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality member of the non-electing shares). Adjustments for events subsequent to European Union that has adopted the effective date of such a consolidationeuro as its national currency, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In United Kingdom or the United States, any such event, effective provisions shall be made in the certificate or articles of incorporation state of the resulting United States or surviving corporation, in any contract the District of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersColumbia.

Consolidation, Merger or Sale of Assets. In case of any consolidation (a) Each of the Company withand Xxxxx Xxxxx GP will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or merger 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 Company intoaggregate, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not would result in any reclassificationa sale, conversionassignment, exchange conveyance, transfer, lease or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company, Xxxxx Xxxxx GP or a Subsidiary Guarantor), unless at the time and after giving effect thereto (1) either (a) the Company or Xxxxx Xxxxx GP, as the case may be, will be the continuing entity or (b) the Person (if other than the Company or Xxxxx Xxxxx GP, as the case may be) formed by such consolidation or into which the Company or Xxxxx Xxxxx GP, as the case may be, is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition 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 an entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company or Xxxxx Xxxxx GP, as the case may be, under the Notes and this Indenture and the Registration Rights Agreement, and the Collateral Documents, as the case may be; (2) 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 will have occurred and be continuing; (3) either (i) immediately before and 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 Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under paragraph (a) of Section 4.07 hereof or (ii) (x) the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to such transaction as of the beginning of such four quarter period would be not less than (y) the Company’s Consolidated Fixed Charge Coverage Ratio for such four quarter period immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) at the time of the transaction, the Company or Xxxxx Xxxxx GP, as the case may be, or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory 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 the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; (6) 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 4.10 hereof are complied with; (7) the Collateral owned by or transferred to the Surviving Entity will, following such transfer, (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes, and (c) not be subject to any Lien, other than Permitted Liens; and (8) to the extent that the assets of the Person which is merged or consolidated with or into the Surviving Entity are assets of the type which would constitute Collateral under the Collateral Documents, the Surviving Entity will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. (b) Except as provided by Section 11.04 hereof, each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor), unless at the time and after giving effect thereto (1) either (a) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or resulting into which such Guarantor is merged (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Notes and this Indenture, the Registration Rights Agreement and the Collateral Documents; (2) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 11.04 hereof. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in paragraphs (a) and (b) above in which Holdings, the Company, Xxxxx Xxxxx GP or any other Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Company, Xxxxx Xxxxx GP or such Guarantor, as the case may be, and the Company, Xxxxx Xxxxx GP or any Guarantor, as the case may be, would be discharged from such merger all obligations and covenants under this Indenture and the Notes or which acquires such assetsits Guarantee, as the case may be, the Holder shall have Registration Rights Agreement and the right thereafter, upon exercise of this Warrant in accordance with and Collateral Documents. (d) Notwithstanding the foregoing but subject to the Collateral Documents, the Company may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of all or substantially all of the provisions of this Warrantits assets to, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale incorporated or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then organized solely for the purpose of this paragraph 9 reincorporating or reorganizing the kind Company in another jurisdiction and/or for the purpose of forming a holding company, and amount any Guarantor or Xxxxx Xxxxx GP may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of securitiesall or substantially all of its assets to, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality an Affiliate as part of any internal corporate reorganization of the non-electing shares)Company. Adjustments for events subsequent to the effective date of such a consolidation, merger ARTICLE SIX Defaults and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.Remedies

Consolidation, Merger or Sale of Assets. In case (a) The Company will not (i) consolidate with or merge with or into any Person, or (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any consolidation Person, or (iii) 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 or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company withunder the Indenture, the Notes and the Registration Rights Agreement; (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; (3) the Company’s Debt/Tangible Equity Ratio is not more than 8.5 to 1 as of the most recently completed month end for which internal financial statements are available, calculated after giving effect to the transaction on a pro forma basis; and (4) the Company delivers to the Trustee an officers’ certificate stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture and an opinion of counsel stating that the consolidation, merger or transfer complies with clause (1) above and the supplemental indenture (if any) complies with the Indenture; provided, that (x) the foregoing does not apply to any sales, conveyances, transfers or other dispositions from any of the Company’s Subsidiaries to the Company or one of the Company’s Subsidiaries and (y) clauses (2) and (3) do not apply (i) to the consolidation or merger of the Company into, any other Person, any with or into a Wholly Owned Subsidiary or the consolidation or merger of another Person a Wholly Owned Subsidiary with or into the Company or (ii) if, in the good faith determination of the Company’s Board of Directors, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the Company’s jurisdiction of incorporation. (b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons (other than to the Company or the Company’s Subsidiaries). (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 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 consolidation sale, conveyance, transfer or merger which does not result disposition of less than all the Company’s assets or in any reclassificationthe case of a sale, conversionconveyance, exchange transfer or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the Company’s assets of to a Subsidiary, the Company or of will be released from its obligations under the Person formed by such consolidation or resulting from such merger or which acquires such assets, as Indenture and the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case of any consolidation (a) Each of the Company withand Xxxxx Xxxxx GP will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or merger 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 Company intoaggregate, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not would result in any reclassificationa sale, conversionassignment, exchange conveyance, transfer, lease or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company, Xxxxx Xxxxx GP or a Subsidiary Guarantor), unless at the time and after giving effect thereto: (1) either (a) the Company or Xxxxx Xxxxx GP, as the case may be, will be the continuing entity or (b) the Person (if other than the Company or Xxxxx Xxxxx GP, as the case may be) formed by such consolidation or into which the Company or Xxxxx Xxxxx GP, as the case may be, is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition 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 an entity duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company or Xxxxx Xxxxx GP as the case may be, under the Notes and this Indenture, the Registration Rights Agreement, and the Collateral Documents, as the case may be; (2) 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 will have occurred and be continuing; (3) either (i) immediately before and 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 Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of paragraph (a) of Section 4.07 hereof or (ii) (x) the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to such transaction as of the beginning of such four-quarter period would be not less than (y) the Company’s Consolidated Fixed Charge Coverage Ratio for such four quarter period immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) at the time of the transaction, the Company or Xxxxx Xxxxx GP, as the case may be, or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory 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 the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; (6) 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 4.10 hereof are complied with; (7) the Collateral transferred to the Surviving Entity will, following such transfer, (a) constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes, and (c) not be subject to any Lien, other than Permitted Liens; and (8) to the extent that the assets of the Person which is merged or consolidated with or into the Surviving Entity are assets of the type which would constitute Collateral under the Collateral Documents, the Surviving Entity will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. (b) Except as provided by Section 11.04 hereof, each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor), unless at the time and after giving effect thereto: (1) either (a) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or resulting into which such Guarantor is merged (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Notes and this Indenture, the Registration Rights Agreement and the Collateral Documents; (2) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; provided, however, that this paragraph shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 11.04 hereof. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in paragraphs (a) and (b) above in which Holdings, the Company, Xxxxx Xxxxx GP or any other Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company, Xxxxx Xxxxx GP or such Guarantor, as the case may be, and the Company, Xxxxx Xxxxx GP or any Subsidiary Guarantor, as the case may be, would be discharged from such merger all obligations and covenants under this Indenture and the Notes or which acquires such assetsits Guarantee, as the case may be, the Holder shall have Registration Rights Agreement and the right thereafterCollateral Documents. (d) Notwithstanding the foregoing, upon exercise of this Warrant in accordance with and but subject to the Collateral Documents, the Company may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of all or substantially all of the provisions of this Warrantits assets to, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale incorporated or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then organized solely for the purpose of this paragraph 9 reincorporating or reorganizing the kind Company in another jurisdiction and/or for the purpose of forming a holding company, and amount any Guarantor or Xxxxx Xxxxx GP may merge with, or sell, issue, convey, transfer, lease, assign or otherwise dispose of securitiesall or substantially all of its assets to, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality an Affiliate as part of any internal corporate reorganization of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersCompany.

Consolidation, Merger or Sale of Assets. In case (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any person (a “successor person”) unless: (i) The Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Notes and under this Indenture ; (ii) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (iii) the Company will 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 and all conditions precedent are satisfied. (b) No Guarantor will consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to a successor person unless: (i) (A) the successor person is the Company or a Guarantor or a Person that becomes a Guarantor concurrently with the transaction; (B) such Guarantor is the surviving entity or the successor person is validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes such Guarantor’s obligations on its Guarantee and under this Indenture ; (C) immediately after giving effect to the transaction, no Default or Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture ; and (D) the Guarantor will 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 and all conditions precedent are satisfied; or (ii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Company with, Guarantor or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer disposition of all or substantially all of the properties and assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the Guarantor (in each case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject other than to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale a Guarantor) in a transaction not otherwise prohibited or restricted by this Indenture. Notwithstanding the foregoing, any Subsidiary of the Company may consolidate with, merge into or transfer was made, as the case may be ("CONSTITUENT PERSON"), all or an Affiliate part of a constituent Person its properties and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as assets to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind Company or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersGuarantor.

Consolidation, Merger or Sale of Assets. In case of (a) The Company will not consolidate with or merge with or into any consolidation of the Company withPerson; or sell, convey, transfer, lease or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), in one transaction or a series of related transactions, whether effected by the Company and/or one or more of its Restricted Subsidiaries, to any Person, unless: (i) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the obligations of the Company under the Indenture, the Notes, and the Security Documents; provided that if the Company or the resulting, surviving or transferee Person is not a corporation, there shall be a co-obligor on the Notes that is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; (iii) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person formed by such consolidation or resulting from such could Incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio Test; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or which acquires such assetstransfer and the supplemental indenture (if any) complies with this Indenture and that the supplemental indenture (if any) is the legal, as the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with valid and subject to all binding obligation of the provisions of this WarrantCompany; provided, that clauses (ii) and (iii) do not apply (x) to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, conveyance, transfer or transfer by a holder other disposition of the number of shares of Common Stock for which this Warrant may have been exercised (without applying Company with, into or to a Restricted Subsidiary or the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale sale, conveyance, transfer or transferother disposition of a Restricted Subsidiary with, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated into or into which the Company merged or which merged into to the Company or (y) 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 the transaction is to which change the jurisdiction of incorporation of the Company. (b) Upon the consummation of any transaction effected in accordance with this Section 5.01, 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, the Notes and the Security Documents with the same effect as if such sale or transfer was made, successor Person had been named as the case may be ("CONSTITUENT PERSON")Company in this Indenture. Upon such substitution, or an Affiliate of a constituent Person and (ii) except in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of 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. (c) No Guarantor may consolidate with or merge with or into any Person; or sell, convey, transfer, lease or transfer, dispose of all or otherwise so that the provisions set forth herein for the protection substantially all of the rights Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless: (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the Holder shall thereafter continue to be obligations of the Guarantor under its Note Guarantee and the Security Documents, as applicable; and any such resulting (B) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (iii) the transaction constitutes a sale or surviving corporation shall expressly assume other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture; and (iv) in each of (i), (ii) and (iii) above, the Guarantor 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, and that the supplemental indenture (if any) is the legal, valid and binding obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersthe Guarantor.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company withis the surviving corporation) or (2) sell, assign, transfer, convey or merger of the Company into, any other Person, any merger of another Person into the Company (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or of more related transactions, to another Person or Persons, unless: (A) either: (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or resulting from such merger or which acquires such assets, as (if other than the case may be, the Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereofCompany) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale sale, assignment, transfer, conveyance or transfer was madeother disposition shall have been made (i) is a corporation or limited liability company organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON"), or an Affiliate District of a constituent Person Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture, the Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (B) immediately after giving effect to such transaction no Default or Event of Default exists; and (C) immediately after giving effect to such transaction on a pro forma basis, the Company 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, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, 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). In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clauses (B) and (C) of Section 5.01(a)(2) will not apply to any merger, consolidation or sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. (b) 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 consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease transfer or transfer, or otherwise so that disposition of less than all its assets the provisions set forth herein for Company will be released from its obligations under the protection of Indenture and the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersNotes.

Consolidation, Merger or Sale of Assets. In case of any consolidation of (a) The Issuers will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the Company withsurviving corporation), or merger of the Company into(2) sell, any other Personassign, any merger of another Person into the Company (other than a consolidation transfer, convey or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of the properties and assets of the Company Issuers and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (A) such Issuer is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (ii) assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction on a pro forma basis, (i) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in ‎Section 4.03(a); or (ii) the Consolidated Leverage Ratio is positive and less than the Company’s Consolidated Leverage Ratio immediately prior to such transaction; (4) each Guarantor, unless such Guarantor is the Person with which such Issuer has entered into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of such Issuer or the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that clause (3) above will not apply (i) if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution a copy of which shall be delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of the Company, and such transaction does not have as one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among such Issuers and any Guarantor. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by such consolidation or resulting into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from such merger or which acquires such assets, as and after the case may be, the Holder shall have the right thereafter, upon exercise date of this Warrant in accordance with and subject to all of the provisions of this Warrant, to receive the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale sale, assignment, conveyance or transfer by a holder other disposition, the provisions of this Indenture referring to the “Issuers” will refer instead to the successor Person and not to such Issuer), and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor Person had been named as an Issuer in this Indenture. In the event of any such transfer, the predecessor will be released and discharged from all liabilities and obligations in respect of the number Notes and this Indenture and the predecessor may be dissolved, wound up or liquidated at any time thereafter. In addition, the Company and the Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of shares the properties or assets of Common Stock for which this Warrant may have been exercised the Company and the Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. (without applying the restrictions set forth in paragraph 3 hereofb) immediately prior to such consolidationA Guarantor will not, merger, sale directly or transfer, assuming indirectly: (i) consolidate or merge with or into another Person (whether or not such holder Guarantor is the surviving Person), or (ii) sell, assign, transfer, convey or otherwise dispose of Common Stock is not a Person with which all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Company consolidated or into which another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Company merged Guarantor is the surviving corporation, or which merged into the Company Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale sale, assignment, transfer, conveyance or transfer was madeother disposition which has been made (i) is organized or existing under the laws of the United States, as any state thereof or the case may be ("CONSTITUENT PERSON"), or an Affiliate District of a constituent Person Columbia and (ii) in assumes all the case obligations of that Guarantor under this Indenture, including its Note Guarantee pursuant to a consolidation, merger, sale or transfer which includes an election as supplemental indenture satisfactory to the consideration to be received by the holders, Trustee; or (B) such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyanceassignment, lease or transfer, conveyance or otherwise so that other disposition or consolidation or merger complies with the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transferscovenant described above under ‎Section 4.07.

Consolidation, Merger or Sale of Assets. In case (a) No Issuer will, in a single transaction or through a series of any consolidation of the Company withrelated transactions, consolidate with or merger of the Company into, merge with or into any other PersonPerson or sell, any merger of another Person into the Company (other than a consolidation assign, convey, transfer, lease or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, unless at the assets of time and after giving effect thereto: (1) either (a) such Issuer will be the Company continuing corporation or of (b) the Person formed by or surviving such consolidation or resulting from such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of such assetsIssuer and its Restricted Subsidiaries on a consolidated basis (the “Surviving Entity”) (i) shall be a corporation, limited liability company or partnership duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; provided that there shall be an obligor or a co-obligor that is a corporation, (ii) shall expressly assume by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Issuer under the Notes and this Indenture, as the case may be, and the Holder Notes and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations) and (iii) shall have expressly assume the right thereafterdue and punctual performance of the covenants and obligations of such Issuer under the Security Documents; (2) after giving effect to such transaction, upon exercise no Default or Event of Default exists; (3) after giving effect to such transaction, the Company (or the Surviving Entity if the Company is not the continuing obligor under this Warrant in accordance with and subject to all Indenture) could (a) incur $1.00 of additional Indebtedness under the provisions of Section 4.03(a) or (b) the Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity is equal to or greater than the Company’s Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this WarrantIndenture and the Notes; (5) at the time of the transaction, such Issuer or the Surviving Entity will have delivered, or caused to be delivered, to receive the kind Trustee, in form and amount substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of securitiesCounsel, cash and other property receivable upon each to the effect that such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which sale, assignment, conveyance, transfer, lease or other transaction and the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and supplemental indenture in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of thereof comply with this paragraph 9 the kind Indenture and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments that all conditions precedent provided for in this Warrant. In any Section 5.01(a) relating to such eventtransaction have been complied with; (6) such Issuer or the Surviving Entity, effective provisions shall as applicable, promptly causes such amendments, supplements or other instruments to be made executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the certificate or articles of incorporation Lien of the resulting Security Documents on the Collateral owned by or surviving corporationtransferred to such Issuer or the Surviving Entity; and (7) the Collateral owned by or transferred to such Issuer or the Surviving Entity, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in any contract favor of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein Collateral Agent for the protection benefit of the rights Trustee and the Holders of the Holder shall thereafter continue Notes, and (c) not be subject to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, Lien other securities, cash and property. The provisions of this paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfersthan Permitted Liens.