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

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person other than in connection with the Merger, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, resulting surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a) hereof4.11; and (viv) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion confirming compliance with the requirements of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Section 5.1. For purposes of clause (a)this Section, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (ivA) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a4.12 or (B), if the requirement of clause (A) hereofis not satisfied, (x) any Indebtedness of the resulting surviving or transferee entity in excess of the amount of the Company's Indebtedness immediately prior to such transaction is Permitted Acquisition Indebtedness and (y) the requirement of clause (A) is not satisfied solely due to the Incurrence of such Permitted Acquisition Indebtedness; and (viv) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationif applicable, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies confirming compliance with the requirements of this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedSection 5.01. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall may not, directly or indirectly, consolidate with or merge with or into another Person into, or sell, lease, convey lease or transfer otherwise dispose of all or substantially all of its assets (computed assets, on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless other than to its Wholly-Owned Subsidiaries, unless: (a) either: (i) either (a) in the case of a merger or consolidation, the Company is the continuing entity surviving entity; or (bii) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations of the Company in connection with the Securities Notes and this the Indenture; and (iib) no Default or Event of Default would occur as a consequence of (shall exist immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis. Upon any permitted consolidation or merger or any permitted sale, the Consolidated Net Worth lease or other disposition of all or substantially all of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth assets of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basisin accordance with the foregoing, the consolidated resultingsuccessor corporation formed by such consolidation or into which the Company is merged or to which such sale, surviving lease or transferee entity would immediately thereafter other disposition is made, shall succeed to, and be permitted to Incur at least $1.00 substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein in the same manner as the Company is named, and when a successor corporation duly assumes all of additional Indebtedness the obligations of the Company pursuant hereto and pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) Notes, the Company has delivered to will be released from its obligations under the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and the Notes, except as to any obligations that all conditions precedent herein relating to arise from or as a result of such transaction have been satisfied. (b) transaction. For purposes of clause (a)the foregoing, the saletransfer, by lease, conveyance, assignment, transfersale or otherwise, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanySubsidiaries, which properties and assets, if held by the Company instead of such SubsidiariesSubsidiary, would constitute all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets. This Section 7.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Companyits Wholly-Owned Subsidiaries.

Limitation on Merger, Sale or Consolidation. (a) The Company shall may not, directly or indirectly, consolidate with or merge with or into another Person into, or sell, lease, convey lease or transfer otherwise dispose of all or substantially all of its assets (computed assets, on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless (i) either unless: (a) the Company is the continuing entity resulting or (b) surviving corporation, or such successor, transferee or lessee, if other than the resultingCompany, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes the Obligations of the Company under this Indenture and the Notes by means of a supplemental indenture entered into with the Trustee; and (b) after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. Upon any permitted consolidation, merger conveyance, transfer or lease of the Company's properties and assets in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein in the same manner as the Company is named, and when a successor corporation duly assumes all of the obligations of the Company in connection with the Securities pursuant hereto and this Indenture; (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth Notes (except in Section 4.11(a) hereof; and (v) the case of a lease), the Company has delivered to will be released from its obligations and covenants under the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and the Notes, except as to any obligations or covenants that all conditions precedent herein relating to arise from or as a result of such transaction have been satisfied. (b) transaction. For purposes of clause (a)the foregoing, the saletransfer, by lease, conveyance, assignment, transfersale or otherwise, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanySubsidiaries, which properties and assets, if held by the Company instead of such SubsidiariesSubsidiary, would constitute all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets of the Companyassets.

Limitation on Merger, Sale or Consolidation. (a) The Company (i) shall notnot consolidate with, directly or indirectly, consolidate with or merge with or into another Person into, or sell, leaseconvey, convey transfer, lease or transfer otherwise Dispose of all or substantially all of its Property and assets to any Person or liquidate, wind up, or dissolve itself (computed on a consolidated basisor suffer any liquidation, winding up, or dissolution), whether ; (ii) shall not permit any Person to merge with or into the Company directly or indirectly and in a single transaction or through a series of related transactions, ; and (iii) shall not permit any of its Restricted Subsidiaries to another Person or group of affiliated Persons, unless enter into any such transaction described in (i) either or (aii) above, unless in the cases contemplated in (i), (ii) and (iii): (A) the Company is or such Restricted Subsidiary shall be the continuing entity Person, or (b) the resulting, surviving or transferee entity is Person shall be a corporation organized and validly existing under the laws of the United StatesStates or Mexico and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District of Columbia and expressly assumes by supplemental indenture First Priority Indenture Trustee, all of the obligations of the Company in connection with the Securities and under this IndentureFirst Priority Indenture or of such Restricted Subsidiary under its Subsidiary Guaranty; (iiB) immediately before and after giving effect to such transaction, no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transactionshall have occurred and be continuing; (iiiC) immediately after giving effect to such transaction on a pro forma basis, the surviving entity will have Consolidated Net Worth of immediately after the consolidated resulting, surviving or transferee entity is transaction equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to such preceding the transaction; (ivD) immediately after giving effect to in the case any such transaction on involves a pro forma basisFirst Priority Guarantor, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant shall have delivered to the Debt Incurrence Ratio set forth First Priority Indenture Trustee a written instrument in form and substance satisfactory to the First Priority Indenture Trustee confirming its First Priority Guarantee in accordance with the provisions of Section 4.11(a4.33(b); (E) hereofthe surviving entity shall have complied with the requirements of Section 4.33(c)(v), and the Company, each Restricted Subsidiary, and each surviving entity, as applicable, shall have taken all measures necessary and appropriate to ensure that the Liens created under the First Priority Security Documents shall have been immediately prior to the applicable event or transaction, and shall continue to be following the applicable event or transaction, fully valid, perfected, and enforceable as to all First Priority Collateral; and (vF) the Company has delivered or the surviving entity delivers to the First Priority Indenture Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (C)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and, if a supplemental indenture is required, and such supplemental indenture complies with this Indenture provision and that all conditions precedent provided for herein relating to such transaction have been satisfied. (b) For purposes of clause (a)complied with. Any merger, the sale, lease, conveyance, assignment, transferconsolidation or amalgamation, or other disposition liquidation, wind up or dissolution by the Company or any Restricted Subsidiary and any Disposition of all or substantially all of the properties and assets of one Property or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets business of the Company on or any Restricted Subsidiary that occurs contemporaneously with a consolidated basisChange of Control is subject to Sections 3.2, shall be deemed to be the 3.3, 3.4 and 3.5, as well as this Section 4.24. (b) Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of a person subject to, and in accordance with, this Section 4.24, the Companysurviving entity shall succeed to, and be substituted for, and may exercise every right and power of the Company or such First Priority Guarantor, as the case may be, under this First Priority Indenture and the applicable First Priority Guarantee with the same effect as if such surviving entity had been named as such. (c) Under this First Priority Indenture and for all purposes hereunder and under the First Priority Securities (including the provisions of this Article IV), Subsidiaries of any surviving entity will, upon a transaction or series of transactions described in this Section 4.24, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the definition of “Unrestricted Subsidiary” and all Indebtedness, and all Liens on Property or assets, of the Company and the Restricted Subsidiaries immediately prior to such transaction or series of transactions will be deemed to have been incurred (and, as to Indebtedness, Incurred) upon such transaction or series of transactions.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a) hereof; and (v) 4.10. On or prior to the consummation of the proposed transaction, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies executed in connection therewith comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) this transaction shall not impair the rights and powers of the Trustee and Holders of the Securities thereunder. The Trustee shall be entitled to conclusively rely upon such Officer's Certificate and Opinion of Counsel. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, Persons unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; and (iii) unless such transaction is solely the merger of the Company and one of its previously existing Wholly-owned Subsidiaries which is also a Guarantor and which transaction is not in connection with any other transaction immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; 4.11 . Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (vexcept in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease) the Company has delivered shall be released from the obligations under the Securities and this Indenture except with respect to the Trustee an Officers' Certificate and an Opinion of Counselany obligations that arise from, each stating that such consolidation, merger or transfer and, if a supplemental indenture is requiredare related to, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) transaction. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall notnot consolidate or merge with or into (whether or not the Company is the surviving corporation), or, directly or indirectly, consolidate with or merge with or into another Person or sell, assign, transfer, lease, convey or transfer otherwise dispose of all or substantially all of its properties or assets (computed on a consolidated basis), whether in a single transaction one or a series of more related transactions, to another Person or group of affiliated Persons, Persons or adopt a Plan of Liquidation unless (i) either (a) the Company is the continuing surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (bif other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the resulting, surviving or transferee entity Person which receives the greatest value from the Plan of Liquidation is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and expressly Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the Person which receives the greatest value from the Plan of Liquidation assumes by supplemental indenture all of the obligations of the Company in connection with under the Securities and this Indenture; (ii) no Default or Event of Default would occur as Indenture pursuant to a consequence of (after giving effect, on a pro forma basis, to) such transactionsupplemental Indenture in form reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the Person which receives the greatest value from the Plan of Liquidation (A) will have Consolidated Net Worth of immediately after the consolidated resulting, surviving or transferee entity is transaction equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to preceding the transaction and (B) will, at the time of such transaction; (iv) immediately transaction and after giving pro forma effect to thereto as if such transaction on a pro forma basishad occurred at the beginning of the Reference Period, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, 4.11. Upon any consolidation or merger or transfer and, if a supplemental indenture is required, any such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, conveyance or other disposition (but not lease) or consummation of a Plan of Liquidation in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made or, in the case or a Plan of Liquidation, the entity which receives the greatest value from such Plan of Liquidation shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and the Company shall be released from the obligations under the Securities and this Indenture except with respect to any obligations that arise from, or are related to, such transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basisCompany, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis, including, without limitation, as set forth in the last paragraph of this Section 6.1), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation or partnership organized under the laws of the United States, any state thereof or the District of Columbia (provided that at all times at least one obligor with respect to the Securities is such a corporation) and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and this Indenture; the Collateral Documents; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; ; (iv) other than in the case of a transaction solely between the Company and any wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in clause (a) under Section 4.11(a) hereof5.11; and and (v) such transaction will not result in the Company has delivered loss of any Gaming License relating to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Company. For purposes of clause this Section 6.1, the Consolidated Coverage Ratio shall be determined on a pro forma consolidated basis (agiving pro forma effect to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock). For purposes of the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, 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 is permitted to reorganize as a corporation in accordance with the procedures established in the Indenture, provided that the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that such reorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Internal Revenue Code of 1986, as amended, or any similar state or local law).

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, Issuer will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Issuer will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Issuer on a consolidated basis, unless (i) either (a) the Company Issuer is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia or the Commonwealth of Puerto Rico and expressly assumes by supplemental indenture all of the obligations of the Company Issuer in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Issuer or any of its Restricted Subsidiaries which becomes the obligation of the Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis, basis (on the Consolidated Net Worth assumption that the transaction occurred on the first day of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company four-quarter period for which financial statements are internally available ending immediately prior to such transaction; (iv) immediately after giving effect to the consummation of such transaction on a with the appropriate adjustments with respect to the transaction being included in such pro forma basiscalculation), either the consolidated resulting, Issuer or the resulting surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Annual Debt Incurrence to EBITDA Ratio provision set forth in the second paragraph of Section 4.11(a4.10, or such Annual Debt to EBITDA Ratio would be lower than such ratio immediately prior to such transaction; provided that this clause (iii) hereofwill no longer be applicable from and after any Investment Grade Date; (iv) at the time of the transaction described above, each Guarantor, if any, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (v) at the Company has delivered time of the transaction described above, the Issuer or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been satisfiedcomplied with. Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Issuer and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company Issuers shall not, directly or indirectly, not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its the Issuers’ assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company one or more Issuers is the continuing entity surviving Person or Persons or (b) the each resulting, surviving or transferee entity Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company Issuers’ Obligations in connection with the Securities and Notes, this Indenture; , the Registration Rights Agreement, the Intercreditor Agreement and the Collateral Agreements; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect to such transaction on a pro forma basis; (3) unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, to) such and which transaction is not for the purpose of evading this provision and not in connection with any other transaction; (iii) , immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity Person is at least equal to at least 90% of the Issuers’ Consolidated Net Worth of the Company immediately prior to such transaction; (4) unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; provided, that this clause (iv4) shall not apply to a transaction which is solely (x) a merger of one or more of the Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the consolidated Debt Incurrence Ratio of the resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Person(s) is not less than the Debt Incurrence Ratio set forth of the Issuers immediately prior to such transaction; (5) such transaction would not result in Section 4.11(athe loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and (6) hereof; and (v) each Guarantor shall have, if required by the Company has delivered terms of this Indenture or the Collateral Agreements, confirmed in writing that its Guarantee shall apply to the Trustee an Officers' Certificate and an Opinion Issuers’ Obligations or the Obligations of Counseleach resulting, each stating that such consolidationsurviving or transferee Person in accordance with the Notes, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a)Indenture, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of Registration Rights Agreement and the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCollateral Agreements.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its and its Restricted Subsidiaries' assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless (i) either (a) the Company is the continuing entity or (b) the resulting, resulting surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Security Documents; PROVIDED, HOWEVER, that in the case of a sale, lease, conveyance, transfer or other disposition of all or substantially all of the Company's and its Restricted Subsidiaries' assets, the provisions of this Indenture; clause (i)(b) need not be met if all of the consideration in respect of such transaction is received by the Company and its Restricted Subsidiaries (other than any Non-Recourse Restricted Subsidiary); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; ; (iii) (a) immediately after giving PRO FORMA effect to such transaction on a pro forma basistransaction, the Consolidated Net Worth of the consolidated resulting, resulting surviving or transferee entity is equal (or, in the case contemplated by the proviso to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; clause (iv) immediately after giving effect to such transaction on a pro forma basisi)(b), the consolidated resulting, surviving or transferee entity Company) would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a4.12 or (b), if the requirement of clause (a) hereofis not satisfied, (x) any Indebtedness of the resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), the Company) in excess of the amount of the Company's Indebtedness immediately prior to such transaction is Permitted Acquisition Indebtedness and (y) the requirement of clause (a) is not satisfied solely due to the Incurrence of such Permitted Acquisition Indebtedness; (iv) immediately after giving PRO FORMA effect thereto the Secured Indebtedness of the consolidated resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), of the Company) would either (x) not exceed the Minimum Collateral Value of the consolidated resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), of the Company) or (y) not exceed such Minimum Collateral Value by an amount greater than the Secured Indebtedness of the Company exceeded the Minimum Collateral Value of the Company and its Restricted Subsidiaries immediately prior to such transaction; and and (v) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion opinion of Counsel, each stating that such consolidation, merger or transfer andcounsel, if a supplemental indenture is requiredapplicable, such supplemental indenture complies confirming compliance with the requirements of this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedSection 5.01. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company ------------------------------------------- shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis, including, without limitation, as set forth in the last paragraph of this Section 6.1), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation or partnership organized under the laws of the United States, any state thereof or the District of Columbia (provided that at all times at least one obligor with respect to the Securities is such a corporation) and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and this Indenture; the Collateral Documents; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Tangible Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; ; (iv) other than in the case of a transaction solely between the Company and any wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter 66 be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in clause (a) under Section 4.11(a) hereof5.11; and and (v) such transaction will not result in the Company has delivered loss of any Gaming License relating to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Company. For purposes of clause this Section 6.1, the Consolidated Coverage Ratio shall be determined on a pro forma consolidated basis (agiving pro forma effect to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock). For purposes of the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, 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 is permitted to reorganize as a corporation in accordance with the procedures established in the Indenture, provided that the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that such reorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Internal Revenue Code of 1986, as amended, or any similar state or local law).

Limitation on Merger, Sale or Consolidation. (a) The Company (i) shall notnot consolidate with, directly or indirectly, consolidate with or merge with or into another Person into, or sell, leaseconvey, convey transfer, lease or transfer otherwise Dispose of all or substantially all of its Property and assets to any Person or liquidate, wind up, or dissolve itself (computed on a consolidated basisor suffer any liquidation, winding up, or dissolution), whether ; (ii) shall not permit any Person to merge with or into the Company directly or indirectly and in a single transaction or through a series of related transactions, ; and (iii) shall not permit any of its Restricted Subsidiaries to another Person or group of affiliated Persons, unless enter into any such transaction described in (i) either or (aii) above, unless in the cases contemplated in (i), (ii) and (iii): (A) the Company is or such Restricted Subsidiary shall be the continuing entity Person, or (b) the resulting, surviving or transferee entity is Person shall be a corporation organized and validly existing under the laws of the United StatesStates or Mexico and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District of Columbia and expressly assumes by supplemental indenture Trustee, all of the obligations of the Company in connection with the Securities and under this IndentureIndenture or of such Restricted Subsidiary under its Subsidiary Guaranty; (iiB) immediately before and after giving effect to such transaction, no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transactionshall have occurred and be continuing; (iiiC) immediately after giving effect to such transaction on a pro forma basis, the surviving or continuing entity will have Consolidated Net Worth of immediately after the consolidated resulting, surviving or transferee entity is transaction equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to such preceding the transaction; (ivD) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Company would immediately thereafter be have been permitted to Incur incur at least $1.00 of additional Indebtedness pursuant under the test set forth under Section 4.10(a) assuming that the Company paid only cash interest on the Second Priority Securities on each of the prior four Interest Payment Dates; (E) in the case any such transaction involves a Guarantor, the surviving entity shall have delivered to the Debt Incurrence Ratio set forth Trustee a written instrument in form and substance satisfactory to the Trustee confirming its Second Priority Guarantee in accordance with the provisions of Section 4.11(a) hereof4.24(b); and (vF) the Company has delivered or the surviving entity delivers to the Trustee an Officers' ’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (C)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and, if a supplemental indenture is required, and such supplemental indenture complies with this Indenture provision and that all conditions precedent provided for herein relating to such transaction have been satisfied. (b) For purposes of clause (a)complied with. Any merger, the sale, lease, conveyance, assignment, transferconsolidation or amalgamation, or other disposition liquidation, wind up or dissolution by the Company or any Restricted Subsidiary and any Disposition of all or substantially all of the properties and assets of one Property or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets business of the Company on or any Restricted Subsidiary that occurs contemporaneously with a consolidated basisChange of Control is subject to Section 3.5 as well as this Section 4.22. (b) Upon any consolidation, shall be deemed to be the combination or merger or any transfer of all or substantially all of the properties and assets of a Person subject to, and in accordance with, this Section 4.22, the Companysurviving entity 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, under this Indenture and the applicable Second Priority Guarantee with the same effect as if such surviving entity had been named as such. (c) Under this Indenture and for all purposes hereunder and under the Second Priority Securities (including the provisions of this Article IV), Subsidiaries of any surviving entity will, upon a transaction or series of transactions described in this Section 4.22, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the definition of “Unrestricted Subsidiary” and all Indebtedness, and all Liens on Property or assets, of the Company and the Restricted Subsidiaries immediately prior to such transaction or series of transactions will be deemed to have been incurred upon such transaction or series of transactions.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (aA) the Company is the continuing entity or (bB) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Consolidated Interest Coverage Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated PersonsPersons except for any consolidation or merger with or into, or sale, lease or transfer solely to, a Guarantor, or adopt a plan of liquidation, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly 61 71 assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Notes and this the Indenture; (ii) immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default shall exist or would occur as a consequence of (after giving effectoccur, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) 10. On or prior to the consummation of the proposed transaction, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies executed in connection therewith comply with this Indenture Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and that all conditions precedent herein relating to such transaction have been satisfied. (b) Opinion of Counsel. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either the Company or resulting surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Operating Cash Flow Ratio provision set forth in the second paragraph Section 4.11 or such Annual Operating Cash Flow Ratio would be lower than such ratio immediately prior to such transaction; (iv) at the time of the transaction any co-obligor, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that it remains a co-obligor under this Indenture and the Securities; (v) at the time of the transaction each Guarantor, if any, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (vi) at the time of the transaction the Company or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Company. Immediately upon consummation of the Merger, Finance Corp. shall merge with and into Centennial and Centennial shall assume all of Finance Corp.'s obligations under this Indenture and the Securities pursuant to a supplemental indenture and assumption agreement (the "Assumption Agreement") in the form attached hereto as Exhibit G. Centennial will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than (i) the Company or any Guarantor, (ii) CCW Acquisition Corp. in connection with the Merger or (iii) Finance Corp. upon consummation of the Merger) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) unless at the time and after giving effect thereto (i) either (a) Centennial will be the continuing corporation or (b) the Person (if other than Centennial) formed by such consolidation or into which Centennial is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of Centennial on a Consolidated basis will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Centennial under the Securities and this Indenture and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth no Default or Event of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter Default will have occurred and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (viii) at the Company has delivered time of the transaction Centennial or the surviving entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been satisfied. (b) For purposes of clause (a), complied with. In the sale, lease, conveyance, assignment, transfer, event that Centennial shall merge or other disposition of all consolidate with or substantially all of the properties and assets of one or more Subsidiaries of into the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all provisions of the properties and assets first paragraph of the Company on a consolidated basis, shall be deemed this Section are also required to be the transfer of all or substantially all of the properties and assets of the Companysatisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) in the case of a merger or consolidation, the Company is the continuing surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture the due and punctual payment of the principal of and interest (including Additional Amounts, if any, or Additional Interest, if any) on all of the Securities and all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this the Indenture and that all conditions precedent herein relating to such transaction transactions have been satisfied; and (iv) the resulting, surviving or transferee entity, unless it is a Subsidiary, immediately thereafter has a consolidated net worth not less than that of the Company immediately prior thereto. (b) For purposes of clause (a)) of this Section 5.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall will not, directly or indirectly, consolidate with or merge with or into another Person any other person or sell, lease, convey convey, assign, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person any other person or group persons, or adopt a plan of affiliated Personsliquidation, unless (i) either (a) if the transaction or series of transactions is a merger, the Company is shall be the continuing entity surviving person of such merger, or (b) the resultingperson formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation (any such surviving person or transferee entity is person or person receiving the greatest such value referred to in this clause (b) being hereinafter called the "Surviving Entity") shall be a corporation organized and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia and shall expressly assumes assume by a supplemental indenture indenture, executed and delivered to the Trustee and in form reasonably satisfactory to the Trustee, all of the obligations of the Company in connection with under the Securities and this IndentureIndenture (and such supplemental indenture shall also be executed by each Guarantor and shall further provide that each Guarantor confirms that its obligations under this Indenture and its Guarantee remain in full force and effect); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effecteffect to such transaction or series of transactions (including, without limitation, any Indebtedness Incurred or to be Incurred in connection with such transaction or series of transactions) on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction or series of transactions (including, without limitation, any Indebtedness Incurred or to be Incurred in connection with such transaction or series of transactions) on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Subject Entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the second paragraph of Section 4.11(a4.10 above; (iv) hereofif such transaction or series of transactions shall occur in connection with or at any time from and after the date of the Reorganization, immediately after giving effect to such transaction or series of transactions the Company or the Surviving Entity, as applicable, shall be a Wholly-Owned Subsidiary of the Holding Company; and (v) the Company has shall deliver or cause to be delivered to the Trustee an Officers' Certificate (in form and an Opinion of Counsel, each substance reasonably satisfactory to the Trustee) stating that such consolidationtransaction or series of transactions, merger or transfer as applicable, and, if a supplemental indenture is requiredrequired in connection therewith, such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such transaction or series of transactions have been satisfied. complied with and an Opinion of Counsel (bin form and substance reasonably satisfactory to the Trustee) stating that such transaction or series of transactions, as applicable, and, if a supplemental indenture is required in connection therewith, such supplemental indenture comply with the requirements of clause (i) of this paragraph and that the conditions precedent provided in clause (iv) of this paragraph have been complied with; provided that the conditions set forth in clause (iii) of this sentence shall not apply to the merger of any Guarantor into the Company. For purposes of clause (a)the foregoing, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basisCompany, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany on a consolidated basis.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another any other Person or selltransfer or lease its properties and assets substantially as an entirety to any Person, leaseand shall not transfer and assign all its obligations of, convey and position as, the Company hereunder, except for a consolidation or transfer all or substantially all of its assets (computed on a consolidated basis)merger in which the Company is the surviving party, whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either unless: (a) the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance, lease or transfer the continuing entity properties and assets of the Company substantially as an entirety, or to which obligations of, and position as, the Company hereunder are transferred and assigned (bthe "Successor") the resulting(i) shall be a corporation, surviving limited liability company, partnership or transferee entity is a corporation trust organized and existing under the laws of the United StatesStates of America or any political subdivision thereof, any state thereof or and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the District Trustee, in form satisfactory to the Trustee, due and punctual payment of Columbia the 57 principal of premium, of any, and expressly assumes by supplemental indenture interest on all of the obligations Notes and the performance of every covenant of this Indenture and in the Notes on the part of the Company in connection with the Securities and this Indenture; to be performed or observed; (iib) no Default or default and no Event of Default would occur shall have occurred and be continuing as a consequence result of such consolidation, merger, transfer or lease; and (after giving effect, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (vc) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance or transfer, or such transfer andand assignment, if a supplemental indenture is required, and such supplemental indenture complies comply with this Indenture Article and that all conditions precedent herein provided for relating to such transaction have been satisfiedcompiled with. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Neither the Company shall not, directly or indirectly, nor any of the Guarantors will consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company or such Guarantor, as the case may be, is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company or the Guarantor, as the case may be, in connection with the Securities Notes and this the Indenture; ; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, on a pro forma basis, to) effect to such transaction; ; (iii3) immediately after giving effect to such transaction transaction, on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company or the Guarantor, as the case may be, immediately prior to such transaction; ; (iv4) immediately after giving effect to such transaction transaction, on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 5.11; (5) such transaction will not result in the Debt Incurrence Ratio set forth in Section 4.11(a) hereofloss of any Gaming License; and and (v6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, assignment, or transfer and, if a supplemental indenture is required, and such supplemental indenture complies comply with this Indenture Article VI and that all conditions precedent herein provided relating to such transaction have been satisfied. (b) . For purposes of clause this Section, the Consolidated Fixed Charges Coverage Ratio shall be determined on a pro forma consolidated basis (a)giving effect, on a pro forma basis, to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock) for the four fiscal quarters which ended immediately preceding such transaction. For purposes of the first sentence of Section 6.1, the sale, lease, conveyance, assignment, transfer, lease or other disposition conveyance of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanyCompany or a Guarantor, which properties and assets, if held by the Company Company, or a Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or such Guarantor, as the case may be, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany or such Guarantor, as the case may be.

Limitation on Merger, Sale or Consolidation. (ai) The Company shall notwill not merge or consolidate with or into any other Person (whether or not the Company is the surviving entity), and (ii) the Company will not and will not permit its Restricted Subsidiaries to, directly or indirectly, consolidate with or merge with or into another Person or sell, transfer, assign, lease, convey or transfer otherwise dispose of all or substantially all of the Property of the Company and its assets (computed on Restricted Subsidiaries taken as a consolidated basis), whether whole to any Person in a single any one transaction or a series of related transactionstransactions (including, without limitation, dispositions pursuant to another Person or group of affiliated Personsmergers, unless consolidations, Investments and Production Payments and Reserve Sales), in each case unless: (i) either (aA) the Company is the continuing entity or Surviving Entity (bas defined) the resulting, surviving or transferee entity is shall be a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of Columbia and expressly assumes by supplemental indenture all Columbia; (B) in the case of the obligations of the Company a transaction described in connection with the Securities and this Indenture; clause (ii) no Default above, such Property shall have been transferred as an entirety or Event of Default would occur virtually as a consequence of (after giving effect, on a pro forma basis, to) such transactionan entirety to one Person; (iiiC) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (D) except in the case of a merger of the Company with a Restricted Subsidiary, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Entity would be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 1008; (E) except in the case of a merger of the Company with a Restricted Subsidiary, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Entity shall have a Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to such transactionthe transaction or series of transactions; (ivF) immediately after giving if the Company is not the Surviving Entity, then (1) the Surviving Entity shall have executed and delivered to the Trustee a supplemental indenture satisfactory to the Trustee pursuant to which the Surviving Entity assumes the obligations of the Company under the Indenture and the Notes, (2) each Subsidiary Guarantor (unless it is the Surviving Entity) shall have executed and delivered to the Trustee a supplemental indenture satisfactory to the Trustee confirming that such Subsidiary Guarantor's Subsidiary Guaranty remains in full force and effect to such and guarantees the Surviving Entity's obligations under the Indenture and the Notes, and (3) in the case of a transaction on a pro forma basisdescribed in clause (ii) above in which the transferee assumes all of the obligations of the Company under the Indenture and the Notes, the consolidated resulting, surviving or transferee entity would immediately thereafter Company shall be permitted to Incur at least $1.00 of additional Indebtedness pursuant to released and shall no longer be considered an obligor under the Debt Incurrence Ratio set forth in Section 4.11(a) hereofIndenture and the Notes; and (vG) the Company, and if the Company has is not the Surviving Entity the Surviving Entity, shall have delivered to the Trustee an Officers' Officer's Certificate (attaching the calculations to demonstrate compliance with (D) and (E) above) and an Opinion of Counsel, each stating that such consolidationmerger, consolidation or disposition and any such supplemental indentures comply with the terms of the Indenture. The Term "Surviving Entity" shall mean the Person referred to in clauses (i) and (ii) above (a) formed by or surviving any such merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. consolidation involving the Company or (b) For purposes of clause (a)to which any sale, the saletransfer, assignment, lease, conveyance, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companyis made.

Limitation on Merger, Sale or Consolidation. (a) The Company shall notNeither of the Issuers may consolidate with, directly or indirectly, consolidate with or merge with or into another any other Person or sell, leaseassign, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether as an entirety or substantially as an entirety in a single one transaction or a series of related transactions, ) to another any Person or group of affiliated PersonsPersons or permit any of the Company's Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, unless (i) either in the aggregate, would result in a transfer of all or substantially all of the assets of the Company and the Subsidiaries on a Consolidated basis or Funding III, as applicable, to any other Person, unless: (a) the Company is such Issuer shall be the continuing entity Person, or the Person (bif other than such Issuer) formed by such consolidation or into which such Issuer is merged or to which the resultingproperties and assets of such Issuer are transferred (the "Surviving Entity") shall be a partnership or corporation, surviving or transferee entity is in the case of the Company, and a corporation corporation, in the case of Funding III, duly organized and validly existing under the laws of the United States, States or any state thereof or the District of Columbia and shall expressly assumes assume, by a supplemental indenture indenture, all of the obligations of the Company in connection with such Issuer under the Securities and this Indenture; , and this Indenture shall remain in full force and effect; (iib) no Default or Event of Default would occur as a consequence of (immediately before and immediately after giving effect, effect to such transaction on a pro forma basis, to) such transaction; no Event of Default or Default shall have occurred and be continuing; (iiic) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity as applicable, is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; transaction or series of transactions; (ivd) immediately before and after giving effect to such transaction on a pro forma basis, the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity would immediately thereafter be permitted to Incur as applicable, could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a5.11; and (e) hereof; immediately after such transaction, such Issuer or the Surviving Entity, as applicable, holds all Permits required for operation of the business of, and such entity is controlled by a Person or entity (vor has retained a Person or entity which is) the Company has delivered experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business. Funding III shall also deliver to the Trustee an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating that (a) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) this transaction shall not impair the rights and powers of the Trustee and Holders of the Securities thereunder. For purposes of clause (a)the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanyIssuers, which properties and assets, if held by the Company Issuers instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Issuers on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyIssuers.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person any other person or sell, leaseassign, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets properties (computed on a consolidated basis), whether as an entirety or substantially as an entirety in a single one transaction or a series of related transactions, ) to another Person any person or group of affiliated Personspersons or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, unless in the aggregate, would result in a transfer of all or substantially all of the property of the Company on a Consolidated basis to any other person, unless: (i) either (a1) the Company is shall be the continuing entity person, or the person (bif other than the Company) formed by such consolidation or into which the resulting, surviving Company is merged or transferee entity is to which the properties of the Company are transferred (the "Surviving Entity") shall be a limited liability company or corporation duly organized and validly existing under the laws of the United States, States or any state thereof or the District of Columbia and shall expressly assumes assume, by a supplemental indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture and the Collateral Documents, and the Notes, this Indenture and the Collateral Documents shall remain in connection with the Securities full force and this Indenture; effect; (ii2) no Default or Event of Default would occur as a consequence of (immediately before and immediately after giving effect, effect to such transaction on a pro forma basis, to) such transaction; no Event of Default or Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity as applicable, is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; transaction or series of transactions; (iv4) immediately before and after giving effect to such transaction on a pro forma basis, the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity would immediately thereafter be permitted to Incur as applicable, could incur at least $1.00 of additional Indebtedness pursuant to under the Debt Incurrence Total Leverage Ratio test set forth in Section 4.11(a4.08(a) hereof; and and (v5) immediately after such transaction, the Company or the Surviving Entity, as applicable, holds all Permits required for the operation of the business of, and such entity is controlled by a person or entity (or has delivered retained a person or entity which is) experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business. The Company or the Surviving Entity shall also deliver to the Trustee an Officers' Certificate and an Opinion opinion of Counselcounsel, each stating that (i) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such the Collateral Documents and (ii) the transaction have been satisfiedshall not impair the rights and powers of the Trustee and Holders of the Notes under this Indenture or the Collateral Documents. (b) For purposes of clause (a)Notwithstanding anything herein to the contrary, the saleTC Funding shall, lease, conveyance, assignment, transfer, or other disposition of at all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by times that the Company instead of such Subsidiariesis a partnership or limited liability company, would constitute all or substantially all of the properties be maintained as a C corporation and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets direct Wholly-Owned Subsidiary of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) 4.10. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis, including, without limitation, as set forth in the last paragraph of this Section 6.1), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation or partnership organized under the laws of the United States, any state thereof or the District of Columbia (provided that at all times at least one obligor with respect to the Securities is such a corporation) and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and this Indenture; the Collateral Documents; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; ; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Tangible Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; ; (iv) other than in the case of a transaction solely between the Company and any wholly owned Subsidiary of the Company or solely between wholly 60 owned Subsidiaries of the Company, immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in clause (a) under Section 4.11(a) hereof5.11; and and (v) such transaction will not result in the Company has delivered loss of any Gaming License relating to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Company. For purposes of clause this Section 6.1, the Consolidated Coverage Ratio shall be determined on a PRO FORMA consolidated basis (agiving PRO FORMA effect to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock). For purposes of the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, 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 is permitted to reorganize as a corporation in accordance with the procedures established in the Indenture, PROVIDED that the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that such reorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Internal Revenue Code of 1986, as amended, or any similar state or local law).

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations of the Company in connection with the Securities Notes and this Indenture; ; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iii3) immediately after giving effect to unless such transaction on a pro forma basis, is solely the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth merger of the Company immediately prior to such and one of its previously existing Subsidiaries and which transaction is not for the purpose of evading this provision and not in connection with any other transaction; (iv) , immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a4.11; and (4) hereof; and (v) each Guarantor shall have by amendment to this Indenture confirmed that its Guarantee shall apply to the obligations of the Company has delivered to or the Trustee an Officers' Certificate surviving entity in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Indenture. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Company's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets of the Companyassets.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either the Company or resulting surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11 or such Annual Operating Cash Flow Ratio would be lower than such ratio immediately prior to such transaction; (iv) at the time of the transaction each Issuer, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that it remains a co-obligor under this Indenture and the Securities; (v) at the time of the transaction each Guarantor, if any, unless it is the other party to the transaction described above, in which case Section 5.1(i)(b) shall apply, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (vi) at the time of the transaction the Company or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Company. Centennial will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) unless at the time and after giving effect thereto (i) either (a) Centennial will be the continuing corporation or (b) the Person (if other than Centennial) formed by such consolidation or into which Centennial is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of Centennial on a Consolidated basis will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Centennial under the Securities and this Indenture and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth no Default or Event of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter Default will have occurred and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (viii) at the Company has delivered time of the transaction Centennial or the surviving entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. In the event that the Company shall merge or consolidate with or into Centennial, the provisions of the first paragraph of this Section are also required to be satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) Neither Holding nor The Wornick Company shall not, directly or indirectly, will consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its their assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) Holding or The Wornick Company, as the Company case may be, is the continuing entity surviving Person or (b) in the case of Holding, the resulting, surviving or transferee entity Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company Holding’s Obligations in connection with the Securities Notes and this Indenture; ; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (3) unless such transaction is (i) the consolidation or merger of Holding or The Wornick Company, as the case may be, and one of Holding’s previously existing Wholly Owned Subsidiaries or a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Holding or The Wornick Company, as the case may be, to a Wholly Owned Subsidiary of Holding or The Wornick Company, as the case may be, (ii) not for the purpose of evading this provision and not in connection with any other transaction and (iii) otherwise complies with this Indenture (including, without limitation, Section 4.13 (notwithstanding clause (2) of Section 4.13(f))), immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity Person is at least equal to at least 90% of the Consolidated Net Worth of the Company Holding immediately prior to such transaction; and (iv4) unless such transaction is (i) the consolidation or merger of Holding or The Wornick Company, as the case may be, and one of Holding’s previously existing Wholly Owned Subsidiaries or a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Holding or The Wornick Company, as the case may be, to a Wholly Owned Subsidiary of Holding or The Wornick Company, as the case may be, (ii) not for the purpose of evading this provision and not in connection with any other transaction and (iii) otherwise complies with this Indenture (including, without limitation, Section 4.13 (notwithstanding clause (2) of Section 4.13(f))), immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Person would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied4.7(a)(2)(A). (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company unless: (a) in case the Company shall consolidate with or merge into another Person or sellconvey, leasetransfer or lease its properties and assets substantially as an entirety to any Person, convey the Person formed by such consolidation or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) into which the Company is merged or the continuing entity Person which acquires by conveyance or (b) transfer, or which leases, the resultingproperties and assets of the Company substantially as an entirety shall be a corporation, surviving partnership or transferee entity is a corporation trust, shall be organized and validly existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia and shall expressly assumes assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all of the obligations Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by it and shall have provided for conversion rights in connection accordance with the Securities and this Indenture; Section 4.6 and, if applicable, Section 4.12. (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iiib) immediately after giving effect to such transaction on a pro forma basistransaction, the Consolidated Net Worth no Event of the consolidated resultingDefault, surviving and no event which, after notice or transferee entity is equal to at least 90% lapse of the Consolidated Net Worth time or both, would become an Event of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basisDefault, the consolidated resulting, surviving or transferee entity would immediately thereafter shall have happened and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (vc) the Company has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and, if a supplemental indenture is requiredrequired in connection with such transaction, such supplemental indenture complies with this Indenture Article and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.complied with. 26

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (ivA) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a4.11 or (B), if the requirement of clause (A) hereofis not satisfied, (x) any Indebtedness of the resulting surviving or transferee entity in excess of the amount of the Company's Indebtedness immediately prior to such transaction is Permitted Acquisition Indebtedness and (y) the requirement of clause (A) is not satisfied solely due to the Incurrence of such Permitted Acquisition Indebtedness; and (viv) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion confirming compliance with the requirements of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedSection 5.1. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on other than to a consolidated basiswholly-owned Subsidiary or Subsidiaries), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) in the case of a merger or consolidation, the Company is the continuing surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, States (including any state thereof or the District of Columbia Columbia), Canada or any other country that is a member of the European Union; provided that with respect to any corporation organized under the laws of any European Union country other than the United Kingdom, such corporation must be listed on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market, and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this the Indenture; and (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (viii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a)) of this Section 5.1 and Section 12.6, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its and its Restricted Subsidiaries' assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless (i) either (a) the Company is the continuing entity or (b) the resulting, resulting surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Security Documents; provided, however, that in the case of a sale, lease, conveyance, transfer or other disposition of all or substantially all of the Company's and its Restricted Subsidiaries' assets, the provisions of this Indenture; clause (i)(b) need not be met if all of the consideration in respect of such transaction is received by the Company and its Restricted Subsidiaries (other than any Non-Recourse Restricted Subsidiary); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iiia) immediately after giving pro forma effect to such transaction on a pro forma basistransaction, the Consolidated Net Worth of the consolidated resulting, resulting surviving or transferee entity is equal (or, in the case contemplated by the proviso to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; clause (iv) immediately after giving effect to such transaction on a pro forma basisi)(b), the consolidated resulting, surviving or transferee entity Company) would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a4.12 or (b), if the requirement of clause (a) hereofis not satisfied, (x) any Indebtedness of the resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), the Company) in excess of the amount of the Company's Indebtedness immediately prior to such transaction is Permitted Acquisition Indebtedness and (y) the requirement of clause (a) is not satisfied solely due to the Incurrence of such Permitted Acquisition Indebtedness; (iv) immediately after giving pro forma effect thereto the Secured Indebtedness of the consolidated resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), of the Company) would either (x) not exceed the Minimum Collateral Value of the consolidated resulting surviving or transferee entity (or, in the case contemplated by the proviso to clause (i)(b), of the Company) or (y) not exceed such Minimum Collateral Value by an amount greater than the Secured Indebtedness of the Company exceeded the Minimum Collateral Value of the Company and its Restricted Subsidiaries immediately prior to such transaction; and and (v) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion opinion of Counsel, each stating that such consolidation, merger or transfer andcounsel, if a supplemental indenture is requiredapplicable, such supplemental indenture complies confirming compliance with the requirements of this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedSection 5.01. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company Issuers shall not, directly or indirectly, not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its the Issuers’ assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company one or more Issuers is the continuing entity surviving Person or Persons or (b) the each resulting, surviving or transferee entity Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company Issuers’ Obligations in connection with the Securities Notes, this Indenture and this Indenture; the Registration Rights Agreement; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect to such transaction on a pro forma basis; (3) unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, to) such and which transaction is not for the purpose of evading this provision and not in connection with any other transaction; (iii) , immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity Person is at least equal to at least 90% of the Issuers’ Consolidated Net Worth of the Company immediately prior to such transaction; (4) unless such transaction is solely the merger of the Issuers and one of the Issuers’ previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving or transferee Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; provided, that this clause (iv4) shall not apply to a transaction which is solely (x) a merger of one or more of the Issuers into another Issuer, or (y) a merger of all of the Issuers with and into a newly formed corporation that immediately prior to such merger does not hold any assets, is not liable for any obligations and has not previously engaged in any business activities, in the case of each of clauses (x) and (y), (I) which merger is solely for the purpose of consolidating the Issuers and (II) immediately after giving effect to such transaction on a pro forma basis, the consolidated Debt Incurrence Ratio of the resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Person(s) is not less than the Debt Incurrence Ratio set forth of the Issuers immediately prior to such transaction; (5) such transaction would not result in Section 4.11(athe loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and (6) hereof; and (v) each Guarantor shall have, if required by the Company has delivered terms of this Indenture, confirmed in writing that its Guarantee shall apply to the Trustee an Officers' Certificate Issuers’ Obligations or the Obligations of each resulting, surviving or transferee Person in accordance with the Notes, this Indenture, and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedthe Registration Rights Agreement. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a1) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person into, or sellconvey, lease, convey transfer or transfer lease all or substantially all of its assets (computed on a consolidated basis)to, whether in a single transaction or a series of related transactionsany Person, to another Person or group of affiliated Persons, unless (i) either unless: (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity Person (the “Successor Company”), if not the Company, is a corporation organized under the laws of Hong Kong or the United States, any state State thereof or the District of Columbia and will expressly assumes assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the accounts and obligations of the Company in connection with under the Securities Notes and this Indenture; ; (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iiib) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth basis (and treating any Indebtedness that becomes an obligation of the consolidated resulting, surviving Successor Company or transferee entity is equal to at least 90% any Subsidiary of the Consolidated Net Worth Successor Company as a result of such transaction as having been Incurred by the Successor Company immediately prior to or such Subsidiary at the time of such transaction; ), no Default or Event of Default shall have occurred and be continuing; (ivc) immediately after giving effect to such transaction on a pro forma basistransaction, the consolidated resulting, surviving or transferee entity Successor Company would immediately thereafter be permitted able to Incur at least $an additional US$1.00 of additional Indebtedness pursuant to Section 4.9; (d) each Subsidiary Guarantor (unless it is the Debt Incurrence Ratio set forth other party to the transactions above, in Section 4.11(awhich case sub-clause (1)(a) hereofshall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; (e) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the assets of the Company, such assets shall have been transferred as an entirety or virtually as an entirety to one Person; (f) the Successor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of such transaction or series of transactions and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case if the transaction or series of transactions had not occurred and there will be no additional withholding taxes and no withholding taxes of any Relevant Taxing Jurisdiction imposed on any payments made pursuant to the Notes; and and (vg) the Company has shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, and such supplemental indenture complies (if any) comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedIndenture. (b2) The preceding provisions of this Section 5.1 shall not prohibit the Company from taking reasonable measures available to the Company to avoid the payment of any Additional Amounts in accordance with Section 3.8. (3) For purposes of clause (a)this Section 5.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (4) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (5) Notwithstanding the preceding sub-clause (1)(c), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company shall not be required to comply with the preceding sub-clause (1)(e). (6) In addition, the Company shall not permit any Subsidiary Guarantor to consolidate with, merge with or into any Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless: (i) the resulting, surviving or transferee Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of a jurisdiction under which such Subsidiary Guarantor is organized or existing on the Issue Date or the laws of any State of the United States and such Person (if not such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (b) the transaction is made in compliance with the covenant described under Section 4.13.

Limitation on Merger, Sale or Consolidation. (a) The Company Issuer shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey lease or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated PersonsPersons (other than to its Wholly-Owned Restricted Subsidiaries), unless (i) either (a) in the Company case of a merger or consolidation, the Issuer is the continuing surviving entity or (b) the resulting, surviving Person in such merger or consolidation (if not the Issuer), or transferee entity (in the case of a sale, lease or other disposition of assets) is a corporation company organized under the laws of any member of the European Union on the date hereof or any state of the United States, any state thereof or the District of Columbia States and expressly assumes by supplemental indenture all of the obligations of the Company Issuer in connection with the Securities Notes and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior basis to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (viii) the Company Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this the Indenture and that all conditions precedent herein in the Indenture relating to such transaction transactions have been satisfied. Notwithstanding the foregoing, none of the foregoing conditions shall apply, so long as not later than the effective date of any such merger, consolidation or other Business Combination, all of the Notes then outstanding shall have been repurchased for cash or converted in accordance with Section 4.08, or converted into Ordinary Shares as contemplated by Section 3.02 or Section 6.12. (b) For purposes of clause (a)) of this Section 5.01 and Section 6.06, the sale, lease, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanyIssuer, which properties and assets, if held by the Company Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyIssuer, unless such disposition is to the Issuer or a Wholly-Owned Restricted Subsidiary of the Issuer.

Limitation on Merger, Sale or Consolidation. (a) The Neither the Company nor Empress shall not, directly or indirectly, consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i1) either (a) the Company or Empress, as the case may be, is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company or Empress, as the case may be, in connection with the Securities Notes and this the Indenture; ; (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iii3) immediately after giving effect to such transaction transaction, on a pro --- forma basis, the Consolidated Consolidation Net Worth of the consolidated resultingconsolidated, surviving or ----- transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company or Empress, as the case may be, immediately prior to such transaction; ; (iv4) immediately after giving effect to such transaction transaction, on a pro --- forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be ----- permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 5.11; (5) such transaction will not result in the Debt Incurrence Ratio set forth in Section 4.11(a) hereofloss of any Gaming License; and and (v6) the Company or such Guarantor, as the case may be, has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, assignment, or transfer and, if a supplemental indenture is required, and such supplemental indenture complies with this Indenture Article VI and that all conditions precedent herein provided relating to such transaction have been satisfied. (b) . For purposes of clause (a)this Section 6.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Combined Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect, on a --- ----- pro forma basis, shall be deemed to be the transfer transaction and any related incurrence of all Indebtedness --- ----- or substantially all of Disqualified Capital Stock) for the properties and assets of the Companyfour fiscal quarters which ended immediately preceding such transaction.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (in form and substance reasonably satisfactory to the Trustee) all of the Company's obligations of the Company in connection with the Securities and Notes, this Indenture; , the Registration Rights Agreement and the Collateral Agreements; (ii2) the Collateral subject to this Indenture and the Collateral Agreements at the time of such transaction shall, upon consummation of such transaction, (A) continue to constitute Collateral under this Indenture and the Collateral Agreements, (B) be subject to the Lien in favor of the Trustee for the benefit of the Holders of the Notes, and (C) not be subject to any Lien other than Permitted Liens; (3) the property and assets of the Person that is merged or consolidated with or into the consolidated, resulting, surviving or transferee entity, to the extent that they are property or assets of the types that would constitute Collateral under this Indenture and the Collateral Agreements, shall be treated as After-Acquired Property and such entity shall take such action as may be necessary to cause such property and assets to be made subject to the Lien under this Indenture and the Collateral Agreements in the manner and to the extent required thereby; (4) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iii5) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resultingconsolidated, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would (a) have a Leverage Ratio no more than the Company's Leverage Ratio immediately prior to such transaction or (b) immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) 4.11 hereof; and and (v6) each Guarantor shall have by amendment to this Indenture confirmed that its Guarantee shall apply to the obligations of the Company has delivered to or the Trustee an Officers' Certificate surviving entity in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Indenture. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Company's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets of the Companyassets.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (ia) either (a1) the Company is the continuing entity Surviving Person or (b2) the resulting, surviving or transferee entity Person is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company Company’s Obligations in connection with the Securities Notes, this Indenture and this Indenture; the Registration Rights Agreement; (iib) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; ; (iiic) unless such transaction is solely the merger of the Company and one of the Company’s previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity Person is at least equal to at least 90% of the Company’s Consolidated Net Worth of the Company immediately prior to such transaction; ; (ivd) unless such transaction is solely the merger of the Company and one of the Company’s previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Person would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth Ratio; and (e) each Guarantor shall have, if required by the terms of this Indenture, confirmed in Section 4.11(a) hereof; and (v) writing that its Guarantee shall apply to the Obligations of the Company has delivered to or the Trustee an Officers' Certificate and an Opinion of Counselresulting, each stating that such consolidationsurviving or transferee Person in accordance with the Notes, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) the Registration Rights Agreement. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such ’s Subsidiaries, would constitute the Company’s interest in which constitutes all or substantially all of the Company’s properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company’s properties and assets of the Companyassets.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis, including, without limitation, as set forth in the last paragraph of this Section 6.1), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation or partnership organized under the laws of the United States, any state thereof or the District of Columbia (provided that at all times at least one obligor with respect to the Securities is such a corporation) and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and this Indenture; the Collateral Documents; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; ; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Tangible Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; ; (iv) other than in the case of a transaction solely between the Company and any wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company, immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in clause (a) under Section 4.11(a) hereof5.11; and and (v) such transaction will not result in the Company has delivered loss of any Gaming License relating to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Company. For purposes of clause this Section 6.1, the Consolidated Coverage Ratio shall be determined on a PRO FORMA consolidated basis (agiving pro forma effect to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock). For purposes of the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, 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 is permitted to reorganize as a corporation in accordance with the procedures established in the Indenture, PROVIDED that the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that such reorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Internal Revenue Code of 1986, as amended, or any similar state or local law).

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia or the Commonwealth of Puerto Rico and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either the Company or the resulting surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Annual EBITDA Ratio provision set forth in the second paragraph of Section 4.11, or such Debt to Annual EBITDA Ratio would be lower than such ratio immediately prior to such transaction; provided that this clause (iii) will no longer be applicable from and after any Investment Grade Date; (iv) at the time of the transaction described above, each Issuer, unless Centennial is the other party to the transaction described above, in which case Section 5.1(i)(b) above shall apply, will have by supplemental indenture confirmed that it remains a co-obligor under this Indenture and the Securities; (v) at the time of the transaction described above, each Guarantor, if any, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (vi) at the time of the transaction described above, the Company or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Company. Centennial will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company, Centennial PR or any Guarantor, as applicable) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company, Centennial PR or any Guarantor, as applicable) unless at the time and after giving effect thereto (i) either (a) Centennial will be the continuing corporation or (b) the Person (if other than Centennial) formed by such consolidation or into which Centennial is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of Centennial on a consolidated basis will be an entity duly organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Centennial under the Securities and this Indenture and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth no Default or Event of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter Default will have occurred and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (viii) at the Company has delivered time of the transaction Centennial or the surviving entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. In the event that the Company shall merge or consolidate with or into Centennial, the provisions of the first paragraph of this Section 5.1 are also required to be satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall notNeither of the Issuers may consolidate with, directly or indirectly, consolidate with or merge with or into another any other Person or sell, leaseassign, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether as an entirety or substantially as an entirety in a single one transaction or a series of related transactions, ) to another any Person or group of affiliated PersonsPersons or permit any of the Company's Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, unless (i) either in the aggregate, would result in a transfer of all or substantially all of the assets of the Company and the Subsidiaries on a Consolidated basis or Funding II, as applicable, to any other Person, unless: (a) the Company is such Issuer shall be the continuing entity Person, or the Person (bif other than such Issuer) formed by such consolidation or into which such Issuer is merged or to which the resultingproperties and assets of such Issuer are transferred (the "Surviving Entity") shall be a partnership or corporation, surviving or transferee entity is in the case of the Company, and a corporation corporation, in the case of Funding II, duly organized and validly existing under the laws of the United States, States or any state thereof or the District of Columbia and shall expressly assumes assume, by a supplemental indenture indenture, all of the obligations of the Company in connection with such Issuer under the Securities and this Indenture; , and this Indenture shall remain in full force and effect; (iib) no Default or Event of Default would occur as a consequence of (immediately before and immediately after giving effect, effect to such transaction on a pro forma basis, to) such transaction; no Event of Default or Default shall have occurred and be continuing; (iiic) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity as applicable, is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; transaction or series of transactions; (ivd) immediately before and after giving effect to such transaction on a pro forma basis, the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity would immediately thereafter be permitted to Incur as applicable, could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a5.11; and (e) hereof; immediately after such transaction, such Issuer or the Surviving Entity, as applicable, holds all Permits required for operation of the business of, and such entity is controlled by a Person or entity (vor has retained a Person or entity which is) the Company has delivered experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business. Funding II shall also deliver to the Trustee an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating that (a) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) this transaction shall not impair the rights and powers of the Trustee and Holders of the Securities thereunder. For purposes of clause (a)the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanyIssuers, which properties and assets, if held by the Company Issuers instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Issuers on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyIssuers.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Notes and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior basis to such transaction; and (iviii) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; 4.11. Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (vexcept in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease) the Company has delivered shall be released from the obligations under the Notes and this Indenture except with respect to the Trustee an Officers' Certificate and an Opinion of Counselany obligations that arise from, each stating that such consolidation, merger or transfer and, if a supplemental indenture is requiredare related to, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) transaction. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of Subsidiaries, the Company, 's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) in the case of a merger or consolidation, the Company is the continuing surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the immediately thereafter has a Consolidated Net Worth no less than that of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofthereto; and (viv) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this the Indenture and that all conditions precedent herein relating to such transaction transactions have been satisfied. (b) For purposes of clause (a)) of this Section 5.1, the sale, lease, conveyance, assignment, transfer, assignment or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment or transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, lease or convey or transfer all or substantially all of its assets (computed on a consolidated basis), including, without limitation, as set forth in the last paragraph of this Section 6.1) whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless unless: (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation or partnership organized under the laws of the United States, any state thereof or the District of Columbia (provided that at all times at least one obligor with respect to the Securities is such a corporation) and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and this Indenture; the Collateral Documents; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; ; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Tangible Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Tangible Net Worth of the Company immediately prior to such transaction; ; (iv) other than in the case of a transaction solely between the Company and any wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company, immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in clause (a) under Section 4.11(a) hereof5.11; and and (v) such transaction will not result in the Company has delivered loss of any Gaming License relating to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Company. For purposes of clause this Section 6.1, the Consolidated Coverage Ratio shall be determined on a PRO FORMA consolidated basis (agiving PRO FORMA effect to the transaction and any related incurrence of Indebtedness or Disqualified Capital Stock). For purposes of the first sentence of this Section 6.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, 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 is permitted to reorganize as a corporation in accordance with the procedures established in the Indenture, PROVIDED that the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that such reorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Internal Revenue Code of 1986, as amended, or any similar state or local law).

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless unless: (i1) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (in form and substance reasonably satisfactory to the Trustee) all of the Company's obligations of the Company in connection with the Securities Notes and this Indenture; Indenture and the Registration Rights Agreement; (ii2) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior basis to such transaction; ; (iv3) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would (a) have a Leverage Ratio no more than the Company's Leverage Ratio immediately prior to such transaction or (b) immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(aRatio; and (4) hereof; and (v) each Guarantor shall have by amendment to this Indenture confirmed that its Guarantee shall apply to the obligations of the Company has delivered to or the Trustee an Officers' Certificate surviving entity in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) Indenture. For purposes of clause (a)the foregoing, the sale, transfer (by lease, conveyance, assignment, transfer, sale or other disposition otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Company's interest in which properties and assets, if held by the Company instead of such Subsidiaries, would constitute constitutes all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets of the Companyassets.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, may not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or transfer otherwise dispose of all or substantially all of its properties or assets (computed on a consolidated basis)in one or more related transactions to, whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity surviving corporation or the Person formed by or surviving any such consolidation or merger (bif other than the Company) the resultingor to which such sale, surviving assignment, transfer, lease, conveyance or transferee entity other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and expressly Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes by supplemental indenture all of the obligations of the Company in connection with under the Securities and this IndentureIndenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iiiii) immediately after such transaction no Default or Event of Default would occur as a consequence of exists; and (after giving effectiv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), on a pro forma basisor to which such sale, toassignment, transfer, lease, conveyance or other disposition shall have been made (A) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the will have Consolidated Net Worth of immediately after the consolidated resulting, surviving or transferee entity is transaction equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to preceding the transaction and (B) will (unless such transaction involves the merger of the Company and one of its Wholly-Owned Subsidiaries which is also a Subsidiary Guarantor and which transaction is not in connection with any other transaction; (iv) immediately at the time of such transaction and after giving effect to such transaction on a pro forma basiseffect thereto, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth first paragraph of the covenant described above in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) 4.11. For purposes of clause (a)this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person any other person or sell, leaseassign, convey convey, transfer, lease or transfer otherwise dispose of all or substantially all of its assets properties (computed on a consolidated basis), whether as an entirety or substantially as an entirety in a single one transaction or a series of related transactions, ) to another Person any person or group of affiliated Personspersons or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, unless in the aggregate, would result in a transfer of all or substantially all of the property of the Company on a Consolidated basis to any other person, unless: (i) either (a1) the Company is shall be the continuing entity person, or the person (bif other than the Company) formed by such consolidation or into which the resulting, surviving Company is merged or transferee entity is to which the properties of the Company are transferred (the "Surviving Entity") shall be a limited liability company or corporation duly organized and validly existing under the laws of the United States, States or any state thereof or the District of Columbia and shall expressly assumes assume, by a supplemental indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture and the Collateral Documents, and the Notes, this Indenture and the Collateral Documents shall remain in connection with the Securities full force and this Indenture; effect; (ii2) no Default or Event of Default would occur as a consequence of (immediately before and immediately after giving effect, effect to such transaction on a pro forma basis, to) such transaction; no Event of Default or Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity as applicable, is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; transaction or series of transactions; (iv4) immediately before and after giving effect to such transaction on a pro forma basis, the consolidated resultingCompany or the Surviving Entity, surviving or transferee entity would immediately thereafter be permitted to Incur as applicable, could incur at least $1.00 of additional Indebtedness pursuant to under the Debt Incurrence Total Leverage Ratio and First Priority Leverage Ratio tests set forth in Section 4.11(a4.08(a) hereof; and and (v5) immediately after such transaction, the Company or the Surviving Entity, as applicable, holds all Permits required for the operation of the business of, and such entity is controlled by a person or entity (or has delivered retained a person or entity which is) experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business. The Company or the Surviving Entity shall also deliver to the Trustee an Officers' Certificate and an Opinion opinion of Counselcounsel, each stating that (i) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies comply with this Indenture and that all conditions precedent herein relating to such the Collateral Documents and (ii) the transaction have been satisfiedshall not impair the rights and powers of the Trustee and Holders of the Notes under this Indenture or the Collateral Documents. (b) For purposes of clause (a)Notwithstanding anything herein to the contrary, the saleTC Funding shall, lease, conveyance, assignment, transfer, or other disposition of at all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by times that the Company instead of such Subsidiariesis a partnership or limited liability company, would constitute all or substantially all of the properties be maintained as a C corporation and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets direct Wholly-Owned Subsidiary of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall may not, directly or indirectly, consolidate with or merge with or into another Person into, or sell, lease, convey lease or transfer otherwise dispose of all or substantially all of its assets (computed assets, on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons, unless other than to its Wholly-Owned Subsidiaries, unless: (a) either: (i) either (a) in the case of a merger or consolidation, the Company is the continuing entity surviving entity; or (bii) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations of the Company in connection with the Securities Notes and this the Indenture; and (iib) no Default or Event of Default would occur as a consequence of (shall exist immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis. Upon any permitted consolidation or merger or any permitted sale, the Consolidated Net Worth lease or other disposition of all or substantially all of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth assets of the Company immediately prior to such transaction; in accordance with the foregoing (iv) immediately after giving effect to such transaction on a pro forma basis"CHANGE OF CONTROL"), the consolidated resulting, surviving successor corporation formed by such consolidation or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) into which the Company has delivered is merged or to which such sale, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with Company under this Indenture with the same effect as if such successor corporation had been named therein in the same manner as the Company is named, but such a transaction will not release the Company from its obligations under the Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) the Notes. For purposes of clause (a)the foregoing, the saletransfer, by lease, conveyance, assignment, transfersale or otherwise, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the CompanySubsidiaries, which properties and assets, if held by the Company instead of such SubsidiariesSubsidiary, would constitute all or substantially all of the Company's properties and assets of the Company on a consolidated basisassets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets. This Section 7.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Company.its Wholly-Owned Subsidiaries

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Consolidated Interest Coverage Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.