Common use of Limitation on Consolidation, Merger and Sale of Assets Clause in Contracts

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof, provided, however, that a Guarantor may merge into the Company or another -------- ------- Guarantor without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of all of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any a single transaction or series of related transactions, consolidate with or merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)to, to any another Person or Persons, unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series Company is the survivor of transactions is a merger or such merger, consolidation, the Company shall be the surviving Person of such merger sale, assignment, transfer, lease, conveyance or consolidationother disposition, or (B2) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be is a corporation corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia and such surviving or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall transferee Person expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, under the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series and the use of transactions proceeds therefrom (on a pro forma basis (includingbasis, without limitation, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in respect of compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or series of transactions), anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have has occurred and be is continuing. ; and (biv) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, assignment, transfer, and the supplemental indenture in respect thereto, comply lease or other disposition complies with this Section 5.1Indenture, that the surviving Person agrees by supplemental Indenture to be bound thereby, and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsSubsidiary to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Subsidiary) formed by such consolidation or into which the Company or the Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or the Subsidiary, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof, PROVIDED that a Person that is a Subsidiary on the Issue Date may merge into the Company or another Person that is a Subsidiary on the Issue Date without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, the Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. The preceding paragraph will not prohibit: (i) a merger between the Company and a wholly owned Subsidiary of the Company; or (ii) a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof or for the purpose of creating or collapsing a holding company structure. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Neither of the Issuers will, nor will notthey permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or in the case of the Company, a corporation or a limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions); and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Notwithstanding anything in this Article 5 to the contrary, no Default but subject to Section 4.19, (a) any of the Company, Capital and Communications may merge with or Event into, or consolidate with, another of Default them and subject only to compliance with clause (i) of the immediately preceding sentence and (b) the Company may merge into, consolidate with or transfer all or substantially all of its assets to another entity, which entity shall have occurred no significant assets (other than an ownership interest in the Company) and be continuingno liabilities immediately prior to such transaction, without regard to the requirements of clause (iv) of the immediately preceding sentence. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any a single transaction or series of related transactions, consolidate with or merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)to, to any another Person or Persons, unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series Company is the survivor of transactions is a merger or such merger, consolidation, the Company shall be the surviving Person of such merger sale, assignment, transfer, lease, conveyance or consolidationother disposition, or (B2) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be is a corporation corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia and such surviving or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall transferee Person expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, under the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series and the use of transactions proceeds therefrom (on a pro forma basis (includingbasis, without limitation, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in respect of compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or series of transactions), anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have has occurred and be is continuing. ; and (biv) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, assignment, transfer, and the supplemental indenture in respect thereto, comply lease or other disposition complies with this Section 5.1, Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsits Restricted Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of the assets of the Company and its properties and assets Restricted Subsidiaries (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Restricted Subsidiary, without limitationas the case may be, under the Indenture, the obligation to pay Notes and the principal ofGuarantees, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a PRO FORMA basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; PROVIDED that (x) a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (3) and (y) the Company may merge with an Affiliate that has no material assets or liabilities and that is incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction to realize tax benefits without complying with this clause (3) PROVIDED, in the case of a transaction pursuant to this subclause (y), immediately after giving effect to such transaction on A PRO FORMA basis, the Consolidated Fixed Charge Coverage Ratio of the surviving Person is not less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel' Certificate, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Neither of the Issuers will, nor will notthey permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or in the case of the Company or Holdings, a corporation or a limited liability company) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided -------- that at any time the Company or its successor is a limited liability company there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iv) immediately after giving effect to such transaction on a pro forma basis the --- ----- Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof, provided -------- that a Holdings may merge into the Company, the Company may merge into Holdings and Holdings or the Company may merge into BrightView without complying with this clause (iv), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will notshall not and shall not cause or permit any Guarantor to, in any a single transaction or series of related transactions, consolidate with or merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)to, to any another Person or Persons, adopt a plan of liquidation unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series of transactions is a merger or consolidation, the Company shall be or the surviving Person Guarantor, as the case may be, is the survivor of such merger or consolidation, consolidation or (B2) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be is a corporation corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia and such surviving or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall transferee Person expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, under the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series and the use of transactions proceeds therefrom (on a pro forma basis (includingbasis, without limitation, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in respect of compliance with Section 4.06 hereof; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or series of transactions), anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Indenture, that the surviving Person agrees by supplemental indenture to be continuingbound thereby, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) 66 formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction jurisdiction, and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, directly or indirectly, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto thereto: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company or such Restricted Subsidiary is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, this Indenture shall remain in full force and effect; and and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuingcontinuing and the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), (A) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof (assuming a market rate of interest with respect to such additional Indebtedness) or (B) would have a Leverage Ratio that is no greater than the Leverage Ratio of the Company immediately prior to such transaction. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Neither the Company will not, in nor any transaction or series of transactions, merge or Subsidiary may consolidate with or intomerge with or into another person or, directly or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of convey all or substantially all of its properties and assets (as an entirety or substantially as an entirety assets, whether in one a single transaction or a series of related transactions), to any another Person or group of affiliated Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, involves the Company shall be or the surviving Person Guarantor, either (a) the Company or the Guarantor, as the case may be, is the continuing entity, and in the case of such merger or consolidationthe Guarantor, (1) the Guarantor remains a Subsidiary of the Company and (2) the Guarantee remains in full force and effect and the rights of the Holders thereunder and under the Notes and this Indenture are not adversely affected as a result thereof, or (Bb) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such resulting, surviving Person or transferee Person being the “Surviving Entity”) shall be entity is a corporation person organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and the (ii) no Default or Event of Default shall exist or shall occur immediately before after giving effect on a pro forma basis to such transaction; (iii) other than in the case of a transaction between the Company and a wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company, immediately after giving effect to such transaction or series of transactions on a pro forma basis basis, the Consolidated Net Worth of the consolidated surviving or transferee entity is at least equal to the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately prior to such transaction; (includingiv) other than in the case of a transaction solely between the Company and any wholly-owned Subsidiary or between wholly-owned Subsidiaries of the Company, without limitationthe consolidated surviving or transferee entity would, any Indebtedness incurred or anticipated immediately after giving effect to be incurred in connection with or in respect of such transaction or series on a pro forma basis, be permitted to incur at least one dollar ($1.00) of transactions), no Default or Event additional Indebtedness pursuant to clause (ii) of Default shall have occurred and be continuing.paragraph (a) of Section 4.11; (bv) In connection with such transaction will not result in the loss of any consolidation, merger or transfer of assets contemplated by this Section 5.1, material gaming license; and (vi) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance Trustee an opinion of counsel reasonably satisfactory to the TrusteeTrustee confirming that the holders of the outstanding Notes will not recognize income, an Officers’ Certificate and an Opinion gain or loss for federal income tax purposes as a result of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions and will be subject to federal income tax in the same manner and at the same times as would have been complied withthe case if such transaction had not occurred. Notwithstanding the foregoing, a Subsidiary shall not be subject to the foregoing restrictions in circumstances involving the disposition by the Company of such Subsidiary or a disposition of all or substantially all of the assets of such Subsidiary in a transaction that is not prohibited by Section 4.14 herein, so long as such Subsidiary does not account for all or substantially all the assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsits Restricted Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Restricted Subsidiary, without limitationas the case may be, under the Indenture, the obligation to pay the principal of, Notes and premium and interest, if any, on, the Securities any Guarantees and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 above; provided that (x) any Restricted Subsidiary may merge into the Company or another Person that is a Restricted Subsidiary and (y) the Company may merge with an Affiliate incorporated -77- or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction to realize tax benefits without complying with clause (3); provided, in the case of a transaction pursuant to subclause (y), immediately after giving effect to such transaction on a pro forma basis, either (A) the surviving entity could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 or (B) the Fixed Charge Coverage Ratio of the surviving entity is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction and the surviving entity conducts business in the same line or an extension of the same line of business as that of the Company immediately prior to such transaction. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory not unsatisfactory to the Trustee, an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (ai) The Company Neither of the Issuers will not, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person or Persons, unless at (in the time case of and after giving effect thereto the Company): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or a limited partnership or a limited liability company) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership or a limited liability company there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions); and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Notwithstanding anything in this Article 5 to the contrary, (a) either of the Company or Capital may merge with or into, or consolidate with, the other, and any Subsidiary of THL that is a holding company (with no Default assets other than partnership interests in the Company and no liabilities) may merge with and into the Company, in either case subject only to clause (i) of the immediately preceding sentence and (b) the Company may merge into, consolidate with or Event transfer all or substantially all of Default its assets to another entity, which entity shall have occurred no significant assets and be continuingno liabilities immediately prior to such transaction, without regard to the requirements of clause (iv) of the immediately preceding sentence so long as the surviving or consolidated entity or transferee, as the case may be, shall, immediately after giving effect to such transaction, directly own at least 99% of the voting and economic power of the Common Stock of TWP. Nothing in this Article 5 shall limit any merger or consolidation involving TWP or Capital II so long as such merger or consolidation is not with or into the Company or Capital. (bii) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Issuers will not, in not and will not permit any transaction or series of transactionstheir Restricted Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Issuers (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if an Issuer or such Restricted Subsidiary, as the transaction or series of transactions is a merger or consolidationcase may be, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than an Issuer or such Restricted Subsidiary) formed by such consolidation or into which an Issuer or such Restricted Subsidiary, as the Company case may be, is merged or to which the properties and assets of an Issuer or such Restricted Subsidiary, as the Company case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of an Issuer or such Restricted Subsidiary, as the Company (includingcase may be, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, this Indenture and the obligations thereunder shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing. ; and (biii) immediately after giving effect to such transaction on a pro forma basis the Issuers or such Person could incur at least $1.00 of --- ----- additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 hereof; provided that Insight Ohio may merge with Coaxial without complying with -------- this clause (iii). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of an Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuers, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuers.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal ofof (and premium, and premium if any) and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related re- lated transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or Borrower shall not consolidate with or intomerge with or into (whether or not the Borrower is the Surviving Person) any other Person and the Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties the property and assets (of the Borrower and the Restricted Subsidiaries, taken as an entirety or substantially as an entirety in one transaction or a series of related transactions)whole, to any Person or PersonsPersons in a single transaction or series of related transactions, unless at the time of and after giving effect thereto unless: (i) either (Ax) if the transaction or series of transactions is a merger or consolidation, the Company Borrower shall be the surviving Surviving Person of such merger or consolidation, or (By) the Surviving Person formed by such consolidation or into which (if other than the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”Borrower) shall be a corporation organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall shall, in any such case, expressly assume by a supplemental indenture executed joinder and delivered to the Trustee, in form reasonably satisfactory to the Trusteeassumption agreement, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) Borrower under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effectCredit Documents; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) except in the case of a merger of the Borrower with or into a Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor and except in the case of a merger solely for the purpose of reincorporating the Borrower in another jurisdiction, immediately after giving effect to such transaction, the Borrower or the Surviving Person (as the case may be) could incur at least $1.00 of additional Indebtedness under Section 6.8(a) (if the Borrower shall not be the Surviving Person, all references to the Borrower and the Restricted Subsidiaries in the definitions used to determine the ratio therein shall be to the Surviving Person and its Subsidiaries after giving effect to such transaction (excluding any Unrestricted Subsidiaries)). For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Borrower shall be deemed to be the transfer of all or substantially all the properties and assets of the Borrower. Transfers of assets between or among the Borrower and the Subsidiary Guarantors will not be subject to the foregoing covenant. (b) In connection with any consolidation, merger or transfer of all or substantially all of the assets contemplated by of the Borrower pursuant to this Section 5.17.1, the Company Borrower or the Surviving Person, as applicable, shall deliver, or cause to be delivered, to the TrusteeLenders, in form and substance reasonably satisfactory to the TrusteeRequired Lenders, an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture joinder and assumption agreement in respect thereto, thereto comply with this Section 5.1, 7.1 and that all conditions 58 -53- precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in nor shall it permit any transaction or series of transactionsGuarantor to, consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or the Surviving Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof, provided that a Person that is a Guarantor may consolidate with, merge into or transfer all or substantially all of its assets to the Company or another Person that is a Guarantor without complying with this clause (iv), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, if any, comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in and will not permit any transaction of its Subsidiaries to, consolidate with or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (of the Company or any of its Subsidiaries as an entirety to any Person in a single transac- tion or substantially as an entirety in one transaction or through a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (ia) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Subsidiary shall be the continuing Person or the resulting, surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being (the “"Surviving Entity”") shall be a corporation corporation, limited liability company or partnership organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under (b) the laws of a foreign jurisdiction and Surviving Entity shall expressly assume assume, by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Subsidiary, without limitationas the case may be, under the Notes, the obligation to pay the principal of, and premium and interest, if any, on, the Securities Guarantees and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (iic) immediately before and immediately after giving effect to such transaction transaction, or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. ; (bd) In the Company or the Surviving Entity shall immediately after giving effect to such transaction or series of transactions (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with any consolidation, merger or transfer in respect of assets contemplated by this Section 5.1the transaction or series of transactions) have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (e) immediately after giving effect to such transaction or series of transactions, the Company or the Surviving Entity could incur $1.00 of additional Indebtedness pursuant to clause (d) of Section 4.06 hereof; and (f) the Company or such Surviving Entity shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger merger, sale, assignment, conveyance, transfer or transferlease and, and the if a supplemental indenture is required in respect theretoconnection with such transaction or series of transactions, comply such supplemental indenture complies with this Section 5.1, the applicable provisions herein and that all conditions precedent herein provided for relating to such the transaction or series of transactions have been complied withsatisfied.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, under the obligation to pay the principal of, and premium and interest, if any, on, the Securities Notes and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this the obligations under the Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 hereof, provided that a Person that is a Guarantor on the Issue Date may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.. 71 -63-

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Issuers will not, in not and will not permit any transaction or series of transactionstheir Restricted Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Issuers (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if an Issuer or such Restricted Subsidiary, as the transaction or series of transactions is a merger or consolidationcase may be, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than an Issuer or such Restricted Subsidiary) formed by such consolidation or into which an Issuer or such Restricted Subsidiary, as the Company case may be, is merged or to which the properties and assets of an Issuer or such Restricted Subsidiary, as the Company case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of an Issuer or such Restricted Subsidiary, as the Company (includingcase may be, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, this Indenture and the obligations thereunder shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing. ; and (biii) immediately after giving effect to such transaction on a pro forma basis the Issuers or such --- ----- Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 hereof; provided that Insight Ohio -------- may merge with Coaxial without complying with this clause (iii). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of an Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuers, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuers.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction shall not (1) consolidate or series of transactions, merge or consolidate with or intointo another Person (whether or not the Company shall be the continuing Person), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (ia) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be is the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, under this Indenture and the obligation to pay the principal ofNotes, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and ; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (c) immediately after giving effect to such transaction on a pro forma basis the Company or such Person shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10 of this Indenture; provided, however, that any such transaction effected solely for the purpose of changing the Company's jurisdiction of incorporation need not comply with the foregoing clauses (b) and (c). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the Property and assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the Property and assets of the Company, shall be deemed to be the transfer of all or substantially all of the Property and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Neither of the Issuers will, nor will notthey permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or in the case of the Company, a corporation or a limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions), no Default or Event of Default shall have occurred ; and be continuing. (biv) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating immediately after giving effect to such transaction on a pro forma basis the Company or transactions have been complied with.such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Notwithstanding anything in this Article 5 to the contrary, but subject to Section 84 -75-

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will notIssuers shall not and shall not permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person unless (in the case of the Issuers or Personsany Guarantor): (a) the Issuers or such Guarantor, unless at as the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidationcase may be, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuers or such Guarantor) formed by such consolidation or into which the Company Issuers or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company Issuers or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or, in the case of the Issuers, a corporation, limited liability company or limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingIssuers or such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, and the obligations under this Indenture shall remain in full force and effect; and PROVIDED, that at any time the Issuers or their successors are a limited partnership or a limited liability company, there shall be a co-issuer of the Notes that is a corporation; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (bc) immediately after giving effect to such transaction and the use of any net proceeds therefrom, the Company or such Person shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Coverage Ratio Exception; PROVIDED that this Section 5.01 shall not apply to a merger, sale of all or substantially all of the assets between or among the Company and any of its Wholly-Owned Restricted Subsidiaries that is a Guarantor. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuers shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture Indenture in respect thereto, thereof comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in and shall not permit any transaction or series of transactionsGuarantor (unless such Guarantor shall have been released from its Guarantee pursuant to Section 8.14 hereof) to, merge or consolidate with or intomerge into any Person, or sell, assignlease, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or PersonsPerson, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (Ba) the Person formed by or surviving such consolidation or into which (if other than the Company is merged or such Guarantor, as the case may be), or to which the properties and assets such sale, lease, conveyance, transfer or other disposition shall be made, shall be a Subsidiary of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and validly existing under the laws of the United States of America, any state State thereof or the District of ColumbiaColumbia (or, or alternatively, in the case of a corporation or comparable legal entity Guarantor organized under the laws of a jurisdiction outside the United States, a corporation organized and existing under the laws of such foreign jurisdiction jurisdiction), and shall expressly assume assume, by a supplemental indenture joinder hereto, executed and delivered to the TrusteeHolders, in form reasonably satisfactory to the Trustee, all Holders of a majority of the obligations principal amount of the Notes then outstanding, the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance or observance of every covenant of this Exchange Agreement or the Guarantees on the part of the Company or such Guarantor, as the case may be, to be performed or observed; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenantsb) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect Subsidiary as a result of such transaction as having been incurred by the Company or series such Subsidiary at the time of transactions)such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.; (bc) In connection with if, as a result of the transaction, property of the Company or any consolidation, merger or transfer of assets contemplated by this Subsidiary would become subject to a Lien that would not be permitted under Section 5.14.5 hereof, the Company or such Subsidiary takes such steps as shall deliver, be necessary to secure the Notes equally and ratably with (or cause to be delivered, prior to) the Indebtedness secured by such Lien; and (d) the Company has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Purchaser an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, lease, conveyance, transfer or transferdisposition and, and the supplemental indenture if a joinder is required in respect theretoconnection with such transaction, such joinder comply with this Section 5.1, Article and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction not consolidate with or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety to any Person in one a single transaction or through a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (ia) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving continuing Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation or partnership organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under any member state of the laws European Union as in existence on the date of a foreign jurisdiction and this Indenture; (b) the Surviving Entity shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (iic) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. ; (bd) In connection with any consolidationimmediately after giving effect to such transaction, merger or transfer series of assets contemplated by this Section 5.1transactions, the Company or the Surviving Entity could incur at least (euro)1.00 of additional Indebtedness pursuant to clause (d) of Section 4.06 hereof; and (e) the Company or such Surviving Entity shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory have delivered to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger merger, sale, assignment, conveyance, transfer or transferlease and, and the if a supplemental indenture is required in respect theretoconnection with such transaction or series of transactions, comply such supplemental indenture, complies with this Section 5.1, the applicable provisions herein and that all conditions precedent herein provided for relating to such the transaction or series of transactions have been complied withsatisfied.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will Issuer shall not, in nor shall it permit any transaction or series of transactionsGuarantor to, consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person unless (in the case of the Issuer or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction Issuer or series of transactions is a merger or consolidationsuch Guarantor, as the Company case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuer or such Guarantor) formed by such consolidation or into which the Company Issuer or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company Issuer or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation corporation, limited liability company or a limited partnership organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingIssuer or such Guarantor, without limitationas the case may be, under the obligation to pay the principal ofNotes and this Indenture or Guarantee, as applicable, and premium and interest, if any, on, the Securities and the performance of the other covenants) obligations under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and provided that at any time the Issuer or its successor is a limited partnership or limited liability company there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing. ; and (biii) unless the merger or consolidation is with, or the transfer of all or substantially all its assets is to a Wholly-Owned Subsidiary, immediately after giving effect to such transaction on a pro forma basis the Issuer or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Nothing in this Section 5.01 will prohibit the consolidation, merger or transfer of all or substantially all the assets of any Guarantor that is otherwise permitted by and conducted in accordance with the other applicable sections of this Indenture. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the 62 -55- Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities Notes or the Guarantee of each Series such Guarantor, as the case may be, and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties Properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Company or such -------- successor Person is a limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro --- forma basis the Company or such Person could incur at least $1.00 of ----- additional Indebtedness (other than Permitted Indebtedness) under Section 4.06. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental supple- mental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company under this Indenture, the Notes and the Registration Rights Agreement. Nothing in this Section 5.01 shall be deemed to prevent the consummation of the Merger Transactions.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Neither Parent nor the Company will not, in any transaction (1) consolidate or series of transactions, merge or consolidate with or intointo another Person (whether or not Parent or the Company will be the continuing Person), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of (each, a “transfer”) all or substantially all of its properties and the assets of (A) Parent (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at in the time case of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationtransfer by Parent, or (B) the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), in the case of a transfer by the Company, to any Person unless: (1) either Parent or the Company, as the case may be, is the continuing Person or the Person (if other than Parent or the Company, as the case may be) formed by such consolidation or into which Parent or the Company Company, as the case may be, is merged or to which the assets of Parent or the Company, as the case may be, are transferred is (x) in the case of the Company, a corporation, partnership, limited liability company or other similar entity and is organized and existing under the laws of the United States or any state thereof or the District of Columbia, or (y) in the case of Parent, a corporation organized under the laws of Canada or any province or territory thereof or under the laws of the United States, any state thereof or the District of Columbia and, in each case, expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of Parent or the Company, as the case may be, under this Indenture, the Notes and the Guarantees, as the case may be, and the obligations thereunder will remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, Parent or such Person merged into or consolidated with Parent or the Company or to which the assets of Parent or the Company is transferred: (a) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Parent or the Company, as applicable, immediately prior to such transaction; and (b) will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10(a); provided that (x) a Restricted Subsidiary may merge into or transfer its properties and assets to the Company, Parent or a Subsidiary Guarantor without complying with this clause (3); and (y) Parent may merge with an Affiliate organized in Canada or any province or territory thereof and the Company may merge with an Affiliate organized in the Xxxxxx Xxxxxx, any state thereof or the District of Columbia, in each case solely for the purpose and with the sole effect of reincorporating Parent or the Company, as applicable, in another jurisdiction without complying with this clause (3); and (4) if in connection with a merger, consolidation or sale involving the Company, the Company, or the continuing Person into which the Company has merged, is a partnership, limited liability company or similar entity, Parent and the Company or such continuing Person, as the case may be, shall, if there is no such co-issuer of the Company are transferred (any such surviving Person or transferee Person being Notes existing, cause there to be a co-issuer of the “Surviving Entity”) shall be Notes that is a Restricted Subsidiary of Parent and that is a corporation organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) . In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall Parent will deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of Parent or the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of Parent or the Company, as applicable.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties Properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Company or such successor Person is a limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; and (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Company or such Person would not be incurring any additional Indebtedness (other than Permitted Indebtedness); provided that the Company may merge into any Guarantor without complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company under this Indenture and the Notes.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in nor shall it permit any transaction or series of transactionsGuarantor, if applicable, to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iv) immediately after giving effect to such transaction on a PRO FORMA basis the Company or the Surviving Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof; PROVIDED that a Person that is a Guarantor may consolidate with, merge into or transfer all or substantially all of its assets to the Company or another Person that is a Guarantor without complying with this clause (iv), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, if any, comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. The Issuer shall not and shall not permit any of the Restricted Subsidiaries to (a) The Company will notconsolidate with, in any transaction amalgamate with, or series of transactions, merge or consolidate with or intointo another Person (whether or not the Issuer or such Restricted Subsidiary will be the continuing Person), or (b) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of the assets of the Issuer or its properties and assets Restricted Subsidiaries (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction Issuer or series of transactions such Restricted Subsidiary, as the case may be, is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuer or such Restricted Subsidiary) formed by such consolidation or amalgamation or into which the Company Issuer or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company Issuer or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) shall be otherwise disposed of is a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign Canada or any province or territory thereof or, in the case of any Restricted Subsidiary, the governing jurisdiction of such Restricted Subsidiary and shall expressly assume assumes, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingIssuer or such Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each case, this Indenture shall the Guarantees and the obligations thereunder remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall will have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Issuer or such Person will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06, provided that a Person that is a Guarantor on the Issue Date may consolidate, amalgamate or merge into the Issuer or another Person that is a Guarantor on the Issue Date without complying with this clause (3); provided, further, that a Person other than the Issuer may merge into another Person that is not the Issuer without complying with this clause (3) if the Issuer’s Consolidated Leverage Ratio immediately after giving effect to such transaction on a pro forma basis will be lower than its Consolidated Leverage Ratio immediately before giving effect to such transaction. In connection with any consolidation, amalgamation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer, transfer of assets and the supplemental indenture in respect thereto, thereto comply with this Section 5.1provision (but for the Trustee being reasonably satisfied with the documentation to be entered into or delivered to the Trustee, as the case may be, as stated above) and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Issuer will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Issuer (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at unless: (1) the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company Issuer shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuer) formed by such consolidation or into which the Company Issuer is merged or to which the properties Properties and assets of the Company Issuer are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Issuer or such successor Person is a limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Issuer and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; and (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Issuer or such Person would not be incurring any additional Indebtedness (other than Permitted Indebtedness); provided that the Issuer may merge into any Guarantor without complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, and that all conditions precedent herein (including, without limitation, any applicable provisions of Section 8.06 hereof) provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. Notwithstanding the foregoing, the Issuer may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Issuer or the form of organization of the Issuer so long as the amount of Indebtedness of the Issuer, Holdings and the Issuer’s Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Issuer under this Indenture and the Notes.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsits Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Subsidiary, without limitationas the case may be, under the Indenture, the obligation to pay the principal of, and premium and interest, if any, on, the Securities Notes and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing. ; and (biii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 above provided, however that this provision will not prevent the Company from merging into an Affiliate of the Company for the sole purpose of creating a holding company whose sole asset will be all of the outstanding capital stock of the Company or shares of a shell corporation whose only assets are all of the outstanding capital stock of the Company. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any a single transaction or series of related transactions, consolidate with or merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)to, to any another Person or Persons, unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series Company is the survivor of transactions is a merger or such merger, consolidation, the Company shall be the surviving Person of such merger sale, assignment, transfer, lease, conveyance or consolidationother disposition, or (B2) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be is a corporation corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia and such surviving or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall transferee Person expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities (or, in the case of each Series a merger to which subclause (b)(2)(B) of Section 5.01(b) applies, the holding company created therefor may, at the Company's option, execute and deliver an indenture substantially in the form delivered to the Trustee on the date hereof, provided that no Securities are then outstanding hereunder) and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series and the use of transactions proceeds therefrom (on a pro forma basis (includingbasis, without limitation, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in respect of compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or series of transactions), anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have has occurred and be is continuing. ; and (biv) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, assignment, transfer, and the supplemental indenture in respect thereto, comply lease or other disposition complies with this Section 5.1Indenture, and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Notwithstanding the foregoing clauses (a)(ii) and (a)(iii) of this Section 5.01, but subject to clauses (a)(i) and (a)(iv) thereof, (1) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (2) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties Properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Company or such successor Person is a -------- limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro --- forma basis the Company or such Person could incur at least $1.00 of ----- additional Indebtedness (other than Permitted Indebtedness) under Section 4.06; provided that the Company may merge into any Guarantor without -------- complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company under this Indenture, the Notes and the Registration Rights Agreement. Nothing in this Section 5.01 shall be deemed to prevent the consummation of the Merger Transactions.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.and

Limitation on Consolidation, Merger and Sale of Assets. The Company shall not, in a single transaction or through a series of related transactions, consolidate 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 as an entirety to any other Person or group of affiliated Persons or permit any Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Company and Subsidiaries on a Consolidated basis to any other Person or group of affiliated Persons, or permit any Person to consolidate or merge with or into the Company unless at the time and after giving effect thereto (i) either (a) The the Company shall be the continuing Person, or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company, substantially as an entirety, are transferred (the "Surviving Entity") shall be a corporation, partnership or trust organized and validly existing under the laws of the United States of America, or any state thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance and observance of every covenant of the Indenture on the part of the Company to be performed or observed, and the Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or 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 and the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture), after giving effect to such transaction, could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 of this Indenture; (iii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or as a result of such transaction as having been incurred at the time of such transaction), the Consolidated Net Worth of the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) is at least equal to the Consolidated Net Worth of the Company immediately before such transaction; and (iv) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture or guarantee confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the Notes. In connection with any consolidation, merger, transfer or lease contemplated hereby, the Company or such Person shall deliver, or cause to be delivered, to the Trustee, in the form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or disposition and the supplemental indenture in respect thereto comply with the requirements under the Indenture. A Guarantor, if any (other than any Subsidiary whose Guarantee is being released as described in Section 4.11 of this Indenture as a result of such transaction), shall not, and the Company will notnot permit a Guarantor, in any a single transaction or through a series of related transactions, merge or to consolidate with or intomerge 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 (as an entirety or on a Consolidated basis substantially as an entirety in one transaction or a series of related transactions), to any other Person or Persons, group of affiliated Persons unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series of transactions is a merger or consolidation, the Company such Guarantor shall be the surviving Person of such merger continuing corporation, partnership or consolidation, trust or (B2) the Person entity (if other than such Guarantor) formed by such consolidation or into which the Company such Guarantor is merged or to the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of such Guarantor substantially as an entirety (the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”"Transaction Survivor") shall be a corporation corporation, partnership or trust organized and validly existing under (x) the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under (y) the laws of a foreign jurisdiction and any other country recognized by the United States of America and, in either case, shall expressly assume by a supplemental indenture or guarantee, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of such Guarantor under the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities Notes and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, and treating any Indebtedness incurred not previously an obligation of such Guarantor or anticipated to be incurred a subsidiary thereof which becomes the obligation of such Guarantor or any of its subsidiaries in connection with or in respect as a result of such the transaction or series as having been incurred at the time of transactionsthe transaction), no Default or Event of Default shall have occurred and be continuing. ; (iii) the Transaction Survivor shall have delivered to the Trustee opinions of independent counsel to the effect that (a) the Holders of the outstanding Notes will not recognize United States federal income, gain or loss for income tax or other tax purposes as a result of such transaction, and will be subject to United States federal income tax and other tax on the same amounts, in the same manner and at the same times as would be the case if such transaction had not occurred and (b) In connection there will be no withholding tax imposed on any payments made pursuant to the Notes or the Guarantees by the jurisdiction in which the Transaction Survivor is domiciled or incorporated; provided that the Holders of Notes file any forms with any the relevant governments which the Company reasonably requests such Holders to file, which filings will have no other material economic or legal consequences to such Holders; and (iv) such Guarantor shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture comply with the Indenture, and that all conditions precedent therein relating to such transaction have been complied with. Notwithstanding the foregoing, any Subsidiary may (x) merge or consolidate with or into any other Wholly Owned Subsidiary or the Company or (y) sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of its properties and assets to any other Wholly Owned Subsidiary or the Company; provided that (A) any Person surviving any such merger or transfer consolidation with a Guarantor or which acquires substantially all of the assets contemplated of any Guarantor (the "Acquisition Survivor") shall expressly assume by this Section 5.1, the Company shall deliver, a supplemental indenture or cause to be delivered, guarantee executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, any obligations of such Subsidiary to guarantee the obligations owing under this Indenture; and (B) the Acquisition Survivor shall have delivered to the Trustee an Officers’ Certificate officers' certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or transfer, the transaction and the supplemental guarantee or indenture executed in respect thereto, connection therewith comply with this Section 5.1, Article and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding paragraphs in which the Company or any Guarantor is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, with the same effect as if such successor Person had been named as the Company under the Indenture or such Guarantor under the Guarantee, as the case may be.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof; provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.. 74 -67-

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties Properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Company or such successor Person is a limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06; provided that the Company may merge into any Guarantor without complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company under this Indenture, the Notes and the Registration Rights Agreement.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction not consolidate or series of transactions, merge or consolidate with or intointo any Person, or sell, assign, conveylease, transfer, lease convey or otherwise dispose of (or cause or permit any of its Restricted Subsidiaries to sell, assign, lease, convey or otherwise dispose of (however effected, including, without limitation, by merger or consolidation)) all or substantially all of its properties and the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto an (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”1) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and (2) shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and Notes, this Indenture, the Guarantees and in each casethe Registration Rights Agreement, as the case may be (upon which assumption the Company and such Guarantor shall be discharged of any and all obligations on the Notes, this Indenture, the Guarantees and the Registration Rights Agreement), and the obligations under this Indenture and the Guarantees of the Guarantors (other than such Guarantors) shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of transactions the transaction), no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default ) the Company (or Event of Default the Surviving Entity if the Company is not continuing) (A) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and be continuing. (bB) could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.3; provided that a Restricted Subsidiary may merge with and into the Company without complying with this clause (iii)(B). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the Properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the assets of the Company. For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Guarantors, Restricted Subsidiaries or Unrestricted Subsidiaries, to the extent and as provided pursuant to this Indenture, and all Liens on Property or assets, of the Surviving Entity and its Subsidiaries that were not Liens on Property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Neither the Company will not, in nor any transaction Subsidiary Guarantor shall consolidate with or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfertransfer or lease, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to all or substantially all its assets to, any Person or PersonsPerson, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidationresulting, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being (the “Surviving Entity”"Successor Company") shall be a corporation Person organized and existing under the laws of the United States of America, any state thereof or the District of ColumbiaColumbia and the Successor Company (if not the Company or the Subsidiary Guarantor, or a corporation or comparable legal entity organized under as the laws of a foreign jurisdiction and case may be) shall expressly assume assume, by a supplemental indenture thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Subsidiary Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, and treating any Indebtedness incurred that becomes an obligation of the Successor Company or anticipated to be incurred in connection with or in respect any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Company or series such Restricted Subsidiary at the time of transactionssuch transaction), no Default or Event of Default shall have occurred and be continuing. ; (biii) In connection immediately after giving effect to such transaction, the Successor Company would be able to incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.06; (iv) immediately after giving effect to any such transaction solely with any consolidationrespect to the Company, merger or transfer the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of assets contemplated by this Section 5.1the Company prior to such transaction; and (v) solely with respect to the Company, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the such supplemental indenture in respect thereto, (if any) comply with this Section 5.1, the Indenture. The foregoing shall not prohibit any merger or consolidation between the Company and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.any Subsidiary Guarantor. 67 -58-

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties Properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation, partnership, trust or a limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, and the obligations thereunder shall remain in full force and effect; provided that if at any time the Company or such successor Person is a limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Restricted Subsidiary of the Company and that is a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company ; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06; provided that the Company may merge into any Guarantor without complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company under this Indenture, the Notes and the Registration Rights Agreement.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied withwith and constitute the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction of its Restricted Subsidiaries (other than the Non-Material Guarantor Subsidiaries) to (1) consolidate or series of transactions, merge or consolidate with or intointo another Person (whether or not the Company or such Restricted Subsidiary will be the continuing Person), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of (each, a "transfer") all or substantially all of its properties and the assets of the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (ia) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall must be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of ColumbiaColumbia and, or unless already a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall Guarantor, must expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, this Indenture shall and the obligations thereunder will remain in full force and effect; and ; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (bc) immediately after giving effect to such transaction on a pro forma basis the Company or such Person shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; provided that a Person that is a Guarantor on the Issue Date may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (c). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture Indenture in respect thereto, thereof comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. This covenant shall not prohibit (1) the consolidation or merger of a Guarantor with and into the Company or any other Guarantor, or of a PHCMI Group Member with and into another PHCMI Group Member; or (2) the sale or transfer of all or substantially all of the assets of a Guarantor to the Company or any other Guarantor, or of a PHCMI Group Member to another PHCMI Group Member.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction of its Restricted Subsidiaries to (1) consolidate or series of transactions, merge or consolidate with or intointo another Person (whether or not the Company or such Restricted Subsidiary shall be the continuing Person), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of the assets of the Company and its properties and assets Restricted Subsidiaries, taken as a whole (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (ia) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of ColumbiaColumbia and must expressly assume, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, this Indenture and the obligations thereunder shall remain in full force and effect; and ; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (bc) immediately after giving effect to such transaction on a pro forma basis the Company or such Person (i) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (ai) The Company will shall not, in nor shall it permit any transaction or series of transactionsGuarantor to, consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person or Persons, unless at (in the time case of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or any Guarantor): (a) the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation corporation, a limited liability company or a limited partnership organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, under the obligation to pay the principal ofNotes and this Indenture and Guarantee, as applicable, and premium and interest, if any, on, the Securities and the performance of the other covenants) obligations under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership or limited liability company there shall be a co-issuer of the Notes that is a corporation; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing. ; and (bc) unless the merger or consolidation is with, or the transfer of all or substantially all its assets is to a Wholly-Owned Subsidiary, immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Nothing in this Section 5.01 will prohibit the consolidation, merger or transfer of all or substantially all the assets of any Guarantor that is otherwise permitted by and conducted in accordance with the other applicable provisions of this Indenture. In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactionsnot consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its properties and assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries), whether as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) otherwise disposed of shall be a corporation or a limited liability company organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities under this Indenture and the performance of Notes and the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; (b3) In connection with any consolidation, merger immediately after giving effect to such transaction on a PRO FORMA basis the Company or transfer such Person could incur at least $1.00 of assets contemplated by this additional Indebtedness (other than Permitted Indebtedness) under Section 5.1, 4.10; and (4) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. Notwithstanding the foregoing, the Company or any Guarantor may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and that the successor assumes all obligations of the Company or such Restricted Subsidiary, as the case may be, under this Indenture, the Notes and the Registration Rights Agreement. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with Section 4.13) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a PRO FORMA basis, the Company could satisfy the provisions of clause (3) of the first paragraph of this Section; PROVIDED, HOWEVER, that the foregoing provision shall not apply in the case of the merger of a Guarantor with another person in a transaction that constitutes an Asset Sale. Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need only comply with clause (4) of the first paragraph of this Section. Nothing in this Section shall be deemed to prevent the consummation of the Merger or the conversion of the Company's domestic Restricted Subsidiaries into limited liability companies immediately following consummation of the Merger.

Limitation on Consolidation, Merger and Sale of Assets. The Issuer shall not and shall not permit any of the Restricted Subsidiaries to (a) The Company will notconsolidate with, in any transaction amalgamate with, or series of transactions, merge or consolidate with or intointo another Person (whether or not the Issuer or such Restricted Subsidiary will be the continuing Person), or (b) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties the assets of the Issuer and assets of any Restricted Subsidiary (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction Issuer or series of transactions such Restricted Subsidiary, as the case may be, is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuer or such Restricted Subsidiary) formed by such consolidation or amalgamation or into which the Company Issuer or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company Issuer or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) shall be otherwise disposed of is a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign Canada or any province or territory thereof or, in the case of any Restricted Subsidiary, the governing jurisdiction of such Restricted Subsidiary and shall expressly assume assumes, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingIssuer or such Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and, if applicable, the Guarantees and in each case, this Indenture shall the obligations thereunder remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall will have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Issuer or such Person will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06, provided that a Person that is a Guarantor on the Issue Date may merge into the Issuer or another Person that is a Guarantor on the Issue Date without complying with this clause (3); provided, further, that a Person other than the Issuer may merge into another Person that is not the Issuer without complying with this clause (3) if the Issuer's Consolidated Leverage Ratio immediately after giving effect to such transaction on a pro forma basis will be lower than its Consolidated Leverage Ratio immediately before giving effect to such transaction. In connection with any consolidation, amalgamation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer, transfer of assets and the supplemental indenture in respect thereto, thereto comply with this Section 5.1provision (but for the Trustee being reasonably satisfied with the documentation to be entered into or delivered to the Trustee, as the case may be, as stated above) and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will notshall not and shall not permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person or Persons, unless at (in the time case of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or any Guarantor): (a) the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or, in the case of the Company, a corporation, limited liability company or limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and in each casethe Guarantees, and the obligations under this Indenture shall remain in full force and effect; and provided, that at any time the Company or its successor is a limited partnership or a limited liability company, there shall be a co-issuer of the Notes that is a corporation; (iib) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (bc) immediately after giving effect to such transaction and the use of any net proceeds therefrom, the Company or such Person shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Coverage Ratio Exception; provided that a Person that is a Guarantor may merge into the Company (with the Company being the surviving entity) or another Person that is a Guarantor without complying with this clause (c). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture Indenture in respect thereto, thereof comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in any a single transaction or through a series of related transactions, consolidate or merge or consolidate with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety to any other Person or group of affiliated Persons or permit any Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially as an entirety in one transaction or all of the properties and assets of the Company and Subsidiaries on a series of related transactions), Consolidated basis to any other Person or group of affiliated Persons, or permit any Person to consolidate or merge with or into the Company unless at the time of and after giving effect thereto (i) either (Aa) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (Bb) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company Company, substantially as an entirety, are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation corporation, partnership or trust organized and validly existing under the laws of the United States of America, or any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume assume, by a an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the due and punctual payment of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interestpremium, if any, on, and interest on all of the Securities Notes and the performance and observance of every covenant of the other covenants) under Indenture on the Securities part of each Series and this Indenturethe Company to be performed or observed, and in each case, this the Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, and treating any Indebtedness incurred not previously an obligation of the Company or anticipated to be incurred a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or in respect as a result of such transaction or series as having been incurred at the time of transactionssuch transaction), no Default or Event of Default shall have occurred and be continuing. continuing and the Company (bor the Surviving Entity if the Company is not the continuing obligor under the Indenture), after giving effect to such transaction, could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 of this Indenture; (iii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or as a result of such transaction as having been incurred at the time of such transaction), the Consolidated Net Worth of the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) is at least equal to the Consolidated Net Worth of the Company immediately before such transaction; and (iv) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture or guarantee confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the Notes. In connection with any consolidation, merger merger, transfer or transfer of assets lease contemplated by this Section 5.1hereby, the Company or such Person shall deliver, or cause to be delivered, to the Trustee, in the form and substance reasonably satisfactory to the Trustee, an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, assignment, transfer, lease or disposition and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied withthe requirements under the Indenture.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. The Issuer shall not and shall not permit any of the Restricted Subsidiaries to (a) The Company will notconsolidate with, in any transaction amalgamate with, or series of transactions, merge or consolidate with or intointo another Person (whether or not the Issuer or such Restricted Subsidiary will be the continuing Person), or (b) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties the assets of the Issuer and assets of any Restricted Subsidiary (as an entirety or substantially as an entirety in one transaction or a series of related transactions), ) to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction Issuer or series of transactions such Restricted Subsidiary, as the case may be, is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Issuer or such Restricted Subsidiary) formed by such consolidation or amalgamation or into which the Company Issuer or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company Issuer or such Restricted Subsidiary, as the case may be, are transferred (any such surviving Person sold, assigned, transferred, leased, conveyed or transferee Person being the “Surviving Entity”) shall be otherwise disposed of is a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign Canada or any province or territory thereof or, in the case of any Restricted Subsidiary, the governing jurisdiction of such Restricted Subsidiary and shall expressly assume assumes, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingIssuer or such Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, the Notes and, if applicable, the Guarantees and in each case, this Indenture shall the obligations thereunder remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall will have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Issuer or such Person will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06, provided that a Person that is a Guarantor on the Issue Date may merge into the Issuer or another Person that is a Guarantor on the Issue Date without complying with this clause (3); provided, further, that a Person other than the Issuer may merge into another Person that is not the Issuer without complying with this clause (3) if the Issuer’s Consolidated Leverage Ratio immediately after giving effect to such transaction on a pro forma basis will be lower than its Consolidated Leverage Ratio immediately before giving effect to such transaction. In connection with any consolidation, amalgamation, merger or transfer of assets contemplated by this Section 5.1provision, the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer, transfer of assets and the supplemental indenture in respect thereto, thereto comply with this Section 5.1provision (but for the Trustee being reasonably satisfied with the documentation to be entered into or delivered to the Trustee, as the case may be, as stated above) and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in and shall not permit any transaction or series of transactionsGuarantor (unless such Guarantor shall have been released from its Guarantee pursuant to Section 10.14 hereof) to, merge or consolidate with or intomerge into any Person, or sell, assignlease, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or PersonsPerson, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (Ba) the Person formed by or surviving such consolidation or into which (if other than the Company is merged or such Guarantor, as the case may be), or to which the properties and assets such sale, lease, conveyance, transfer or other disposition shall be made, shall be a Subsidiary of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and validly existing under the laws of the United States of America, any state State thereof or the District of ColumbiaColumbia (or, or alternatively, in the case of a corporation or comparable legal entity Guarantor organized under the laws of a jurisdiction outside the United States, a corporation organized and existing under the laws of such foreign jurisdiction jurisdiction), and shall expressly assume assume, by a an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the due and punctual payment of the obligations principal of (and premium, if any) and interest on all the Notes and the performance or observance of every covenant of this Indenture or the Guarantees on the part of the Company or such Guarantor, as the case may be, to be performed or observed; (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenantsb) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect Subsidiary as a result of such transaction as having been incurred by the Company or series such Subsidiary at the time of transactions)such transaction, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.; (bc) In connection with if, as a result of the transaction, property of the Company or any consolidation, merger or transfer of assets contemplated by this Subsidiary would become subject to a Lien that would not be permitted under Section 5.14.3 hereof, the Company or such Subsidiary takes such steps as shall deliver, be necessary to secure the Notes equally and ratably with (or cause to be delivered, prior to) the Indebtedness secured by such Lien; and (d) the Company has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, lease, conveyance, transfer or transferdisposition and, and the if a supplemental indenture is required in respect theretoconnection with such transaction, such supplemental indenture comply with this Section 5.1, Article and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsits Restricted Subsidiaries to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of the assets of the Company and its properties and assets Restricted Subsidiaries (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Restricted Subsidiary, as the case may be, are transferred sold, assigned, transferred, leased, conveyed or otherwise disposed of (any such surviving Person or transferee Person being the “Surviving Entity”"Successor Person") shall be a corporation organized and existing under the laws of any member state of the European Union, Switzerland, or any state of the United States of America, any state thereof America or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor such Restricted Subsidiary, without limitationas the case may be, under the Indenture, the obligation to pay Notes and the principal ofGuarantees, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture obligations thereunder shall remain in full force and effect; and ; (ii2) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing.; and (b3) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least (Euro)1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; provided that a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (3). In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company Successor Person shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied withwith and that this Indenture constitutes a legal, valid and binding obligation of such Successor Corporation and such other information as the Trustee may reasonable request. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will notCompany, in nor shall not permit any transaction or series of transactionsGuarantor to, consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or in the case of the Company, a corporation or a limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions), no Default ; and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or Event such Person could incur at least $1.00 of Default shall have occurred and be continuingadditional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, or cause to be delivered, to the TrusteeHolders, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental supple- mental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any a single transaction or series of related transactions, consolidate with or merge or consolidate with or into, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)to, to any another Person or Persons, unless at the time of and after giving effect thereto (i) either (A1) if the transaction or series Company is the survivor of transactions is a merger or such merger, consolidation, the Company shall be the surviving Person of such merger sale, assignment, transfer, lease, conveyance or consolidationother disposition, or (B2) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be is a corporation corporation, partnership or trust organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia, Columbia and such surviving or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall transferee Person expressly assume assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, under the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series and the use of transactions proceeds therefrom (on a pro forma basis (includingbasis, without limitation, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in respect of compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or series of transactions), anticipated to be incurred in connection with the transaction) no Default or Event of Default shall have has occurred and be is continuing. ; and (biv) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, sale, assignment, transfer, and the supplemental indenture in respect thereto, comply lease or other disposition complies with this Section 5.1Indenture, and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsRestricted Subsidiary to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Restricted Subsidiary) formed by such consolidation or into which the Company or the Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or the Restricted Subsidiary, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a PRO FORMA basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06; PROVIDED that a Person that is a Restricted Subsidiary may merge into the Company or another Person that is a Restricted Subsidiary without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing 58 -51- Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities Notes or the Guarantee of each Series such Guarantor, as the case may be, and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.15.01, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Xxxxxx Xxxxx and the Issuer will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidationXxxxxx Xxxxx, the Company Issuer or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than Xxxxxx Xxxxx, the Issuer or the Guarantor) formed by such consolidation or into which Xxxxxx Xxxxx, the Company Issuer or the Guarantor, as the case may be, is merged or to which the properties and assets of Xxxxxx Xxxxx, the Company Issuer or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, Columbia (and in the case of the Issuer or a Canadian Guarantor, a corporation or comparable legal entity organized and existing under the laws of a foreign jurisdiction Canada or any province thereof) and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitationXxxxxx Xxxxx, the obligation to pay Issuer or the principal ofGuarantor, and premium and interestas the case may be, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis Xxxxxx Xxxxx, a Restricted Subsidiary or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof, provided, however, that (a) a Guarantor other than Xxxxxx Xxxxx may -------- ------- merge into the Issuer, Xxxxxx Xxxxx or another Guarantor, (b) the Issuer may merge into a Canadian Guarantor or another corporation or limited liability company organized and existing under the laws of Canada or any province thereof for the purpose of converting into a limited liability company or to change the Issuer's jurisdiction of incorporation, and (c) the Issuer or a Canadian Guarantor can transfer a portion of its assets to the Issuer or another Canadian Guarantor, in the case of (a), (b) or (c), without complying with this clause (iii). (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, Xxxxxx Xxxxx and the Company Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, transfer and the supplemental indenture in respect thereto, thereto comply with this Section 5.1, 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.