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

Limitation on Merger, Sale or Consolidation. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or, directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person or group of affiliated Persons or adopt a Plan of Liquidation unless (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, 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 is a corporation organized or existing under the laws of the United States, any state thereof or the District of 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 all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.11. Upon any consolidation or merger or any such sale, 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, the Company's interest in which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company (i) shall not consolidate or with, merge with or into (whether into, or not the Company is the surviving corporation), or, directly or indirectly, sell, assignconvey, transfer, lease, convey lease or otherwise dispose Dispose of all or substantially all of its properties or Property and assets in one or more related transactions, to another any Person or group liquidate, wind up, or dissolve itself (or suffer any liquidation, winding up, or dissolution); (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 affiliated Persons or adopt a Plan transactions; and (iii) shall not permit any of Liquidation unless its Restricted Subsidiaries to enter into any such transaction described in (i) or (ii) above, unless in the cases contemplated in (i), (ii) and (iii): (A) the Company is or such Restricted Subsidiary shall be the surviving corporation or the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the Person which receives the greatest value from the Plan of Liquidation is be a corporation organized or 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 Trustee, all of 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 all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental Indenture in form reasonably satisfactory to the Trusteeor of such Restricted Subsidiary under its Subsidiary Guaranty; (iiiB) immediately before and after giving effect to such transaction on a pro forma basistransaction, no Default or Event of Default existsshall have occurred and be continuing; and (ivC) the Company surviving or the continuing 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and transaction; (BD) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, be Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to under the Fixed Charge Coverage Ratio 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 first paragraph of Section 4.11. Upon any consolidation or merger or case any such saletransaction involves a Guarantor, assignment, transfer, conveyance or other disposition (but not lease) or consummation of the surviving entity shall have delivered to the Trustee a Plan of Liquidation written instrument in form and substance satisfactory to the Trustee confirming its Second Priority Guarantee in accordance with the foregoingprovisions of Section 4.24(b); and (F) the Company 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, the successor corporation formed by in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. Any merger, consolidation or into which amalgamation, or liquidation, wind up or dissolution by 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, any Restricted Subsidiary 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) Disposition of all or substantially all of the properties and assets of one Property or more Subsidiaries, the Company's interest in which constitutes all or substantially all business of the properties and assets Company or any Restricted Subsidiary that occurs contemporaneously with a Change of the Company, shall be deemed Control is subject to be the transfer of all or substantially all of the properties and assets of the CompanySection 3.5 as well as this Section 4.22.

Limitation on Merger, Sale or Consolidation. The Company shall will not consolidate with or merge with or into (whether another Person, or not the Company is the surviving corporation), or, directly or indirectly, sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or assets in one or more a series of related transactions, to another Person or group of affiliated Persons Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or adopt series of transactions which would result in a Plan sale, lease, conveyance, transfer or other disposition of Liquidation all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the surviving corporation or the continuing entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidationb) the Person which receives the greatest value from the Plan of Liquidation resulting, surviving or transferee entity is a corporation an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) Columbia or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made or (in the case Commonwealth of a Plan Puerto Rico and expressly assumes by supplemental indenture all of Liquidation) the Person which receives the greatest value from the Plan of Liquidation assumes all the obligations of the Company in connection with the Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this Indenture 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 shall exist or shall occur immediately after giving effect on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) 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 pursuant to a supplemental and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in form reasonably satisfactory to the Trusteefull force and effect; (iiiii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default existswill have occurred and be continuing; and (iviii) at the Company time of the transaction Centennial or the surviving entity or Person formed by or surviving any such consolidation or merger (if other than the Company)will have delivered, or caused to which 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, transferconveyance, lease, conveyance lease or other disposition shall 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 made or (in complied with. 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of event that the Company immediately preceding shall merge or consolidate with or into Centennial, the transaction and (B) will, at the time provisions of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this Section 4.11. Upon any consolidation or merger or any such sale, 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 5.1 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, the Company's interest in which constitutes all or substantially all of the properties and assets of the Company, shall be deemed 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. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or, directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person or group of affiliated Persons or adopt a Plan of Liquidation unless (i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, 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 is a corporation organized or existing under the laws of the United States, any state thereof or the District of 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, 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 assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental Indenture indenture in a 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, 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) at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Periodthereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above in Section 4.11. Upon any consolidation or merger or any such For purposes of this covenant, 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 the Company, which properties and assets, if held by the Company instead of such Subsidiaries, the Company's interest in which constitutes would constitute all or substantially all of the properties and assets of the CompanyCompany 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 (i) shall not consolidate or with, merge with or into (whether into, or not the Company is the surviving corporation), or, directly or indirectly, sell, assignconvey, transfer, lease, convey lease or otherwise dispose Dispose of all or substantially all of its properties or Property and assets in one or more related transactions, to another any Person or group liquidate, wind up, or dissolve itself (or suffer any liquidation, winding up, or dissolution); (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 affiliated Persons or adopt a Plan transactions; and (iii) shall not permit any of Liquidation unless its Restricted Subsidiaries to enter into any such transaction described in (i) or (ii) above, unless in the cases contemplated in (i), (ii) and (iii): (A) the Company is or such Restricted Subsidiary shall be the surviving corporation or the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the Person which receives the greatest value from the Plan of Liquidation is be a corporation organized or 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 First Priority Indenture Trustee, all of 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 all the obligations of the Company under the Securities and this First Priority Indenture pursuant to a supplemental Indenture in form reasonably satisfactory to the Trusteeor of such Restricted Subsidiary under its Subsidiary Guaranty; (iiiB) immediately before and after giving effect to such transaction on a pro forma basistransaction, no Default or Event of Default existsshall have occurred and be continuing; and (ivC) the Company or the surviving 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and transaction; (BD) will, at in the time of case any such transaction and after giving pro forma effect thereto as if such transaction had occurred at involves a First Priority Guarantor, the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant surviving entity shall have delivered to the Fixed Charge Coverage Ratio test set forth First Priority Indenture Trustee a written instrument in form and substance satisfactory to the first paragraph of Section 4.11. Upon any consolidation or merger or any such sale, assignment, transfer, conveyance or other disposition (but not lease) or consummation of a Plan of Liquidation First Priority Indenture Trustee confirming its First Priority Guarantee in accordance with the foregoing, provisions of Section 4.33(b); (E) the successor corporation formed by such consolidation or into which surviving entity shall have complied with the Company is merged or to which such transfer is made or, in the case or a Plan requirements of Liquidation, the entity which receives the greatest value from such Plan of Liquidation shall succeed toSection 4.33(c)(v), 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, 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 (F) the Company shall be released from or the obligations under surviving entity delivers to the Securities 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 such supplemental indenture complies with this Indenture except with respect provision and that all conditions precedent provided for herein relating to any obligations that arise fromsuch transaction have been complied with. Any merger, consolidation or amalgamation, or are related toliquidation, such transaction. For purposes of wind up or dissolution by the foregoing, the transfer (by lease, assignment, sale Company or otherwise) any Restricted Subsidiary and any Disposition of all or substantially all of the properties and assets of one Property or more Subsidiaries, the Company's interest in which constitutes all or substantially all business of the properties Company or any Restricted Subsidiary that occurs contemporaneously with a Change of Control is subject to Sections 3.2, 3.3, 3.4 and assets of the Company3.5, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.as well as this Section 4.24. 77

Limitation on Merger, Sale or Consolidation. (a) The Company (i) shall not consolidate or with, merge with or into (whether into, or not the Company is the surviving corporation), or, directly or indirectly, sell, assignconvey, transfer, lease, convey lease or otherwise dispose Dispose of all or substantially all of its properties or Property and assets in one or more related transactions, to another any Person or group liquidate, wind up, or dissolve itself (or suffer any liquidation, winding up, or dissolution); (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 affiliated Persons or adopt a Plan transactions; and (iii) shall not permit any of Liquidation unless its Restricted Subsidiaries to enter into any such transaction described in (i) or (ii) above, unless in the cases contemplated in (i), (ii) and (iii): (A) the Company is or such Restricted Subsidiary shall be the surviving corporation or the entity continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the Person which receives the greatest value from the Plan of Liquidation is be a corporation organized or 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 First Priority Indenture Trustee, all of 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 all the obligations of the Company under the Securities and this First Priority Indenture pursuant to a supplemental Indenture in form reasonably satisfactory to the Trusteeor of such Restricted Subsidiary under its Subsidiary Guaranty; (iiiB) immediately before and after giving effect to such transaction on a pro forma basistransaction, no Default or Event of Default existsshall have occurred and be continuing; and (ivC) the Company or the surviving 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and transaction; (BD) will, at in the time of case any such transaction and after giving pro forma effect thereto as if such transaction had occurred at involves a First Priority Guarantor, the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant surviving entity shall have delivered to the Fixed Charge Coverage Ratio test set forth First Priority Indenture Trustee a written instrument in form and substance satisfactory to the first paragraph of Section 4.11. Upon any consolidation or merger or any such sale, assignment, transfer, conveyance or other disposition (but not lease) or consummation of a Plan of Liquidation First Priority Indenture Trustee confirming its First Priority Guarantee in accordance with the foregoing, provisions of Section 4.33(b); (E) the successor corporation formed by such consolidation or into which surviving entity shall have complied with the Company is merged or to which such transfer is made or, in the case or a Plan requirements of Liquidation, the entity which receives the greatest value from such Plan of Liquidation shall succeed toSection 4.33(c)(v), 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, 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 (F) the Company shall be released from or the obligations under surviving entity delivers to the Securities 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 such supplemental indenture complies with this Indenture except with respect provision and that all conditions precedent provided for herein relating to any obligations that arise fromsuch transaction have been complied with. Any merger, consolidation or amalgamation, or are related toliquidation, such transaction. For purposes of wind up or dissolution by the foregoing, the transfer (by lease, assignment, sale Company or otherwise) any 77 Restricted Subsidiary and any Disposition of all or substantially all of the properties and assets of one Property or more Subsidiaries, the Company's interest in which constitutes all or substantially all business of the properties Company or any Restricted Subsidiary that occurs contemporaneously with a Change of Control is subject to Sections 3.2, 3.3, 3.4 and assets of the Company3.5, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Companyas well as this Section 4.24.

Limitation on Merger, Sale or Consolidation. The Company shall 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 (whether or not the Company is the surviving corporation)or convey, or, directly transfer or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of lease its properties and assets substantially as an entirety to the Company unless: (a) in case the Company shall consolidate with or assets in one or more related transactions, to merge into another Person or group of affiliated Persons convey, transfer or adopt a Plan of Liquidation unless (i) the Company is the surviving corporation or the entity or lease its properties and assets substantially as an entirety to any Person, the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidation) the 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; (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 all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.11. Upon any consolidation or merger or any such sale, 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 the Person which such transfer is made or, in the case acquires by conveyance 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 fromtransfer, or are related towhich leases, 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, the Company's interest in which constitutes all or substantially all of the properties and assets of the CompanyCompany substantially as an entirety shall be a corporation, partnership or trust, shall be deemed organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to be the transfer Trustee, in form satisfactory to the Trustee, the due and punctual payment of all or substantially the principal of (and premium, if any) and interest on all of the properties Securities and assets the performance of every covenant of this Indenture on the part of the Company.Company to be performed or observed by it and shall have provided for conversion rights in accordance with Section 4.6 and, if applicable, Section 4.12. (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 26

Limitation on Merger, Sale or Consolidation. The Company shall not will not, directly or indirectly, consolidate with or merge with or into (whether any other person or not the Company is the surviving corporation)sell, orlease, directly or indirectly, sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or assets in one or more a series of related transactions, to another Person any other person or group of affiliated Persons persons, or adopt a Plan plan of Liquidation liquidation, unless (i) either (a) if the transaction or series of transactions is a merger, the Company is shall be the surviving corporation or the entity or the Person formed by or surviving any person of such consolidation or merger (if other than the Company) or to which such salemerger, assignment, transfer, lease, conveyance or other disposition shall have been made or (in the case of a Plan of Liquidationb) the 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; (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 all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental 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 immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.11. Upon any consolidation or merger or any such sale, assignment, transfer, conveyance or other disposition (but not lease) or consummation of a Plan of Liquidation in accordance with the foregoing, the successor corporation person formed by such consolidation or into which the Company is merged or to which such transfer is made the properties and assets of the Company are transferred or, in the case or of a Plan plan of Liquidationliquidation, the entity which receives the greatest value from such Plan plan of Liquidation liquidation (any such surviving person or transferee person or person receiving the greatest such value referred to in this clause (b) being hereinafter called the "Surviving Entity") shall succeed tobe a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and be substituted forshall expressly assume by a supplemental indenture, executed and may exercise every right delivered to the Trustee and power ofin form reasonably satisfactory to the Trustee, all the obligations 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 (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 shall exist or shall occur immediately after giving effect to such transaction or series of transactions (including, without limitation, any Indebtedness Incurred or to be Incurred in connection with respect such transaction or series of transactions) on a pro forma basis; (iii) immediately after giving effect to such transaction or series of transactions (including, without limitation, any obligations Indebtedness Incurred or to be Incurred in connection with such transaction or series of transactions) on a pro forma basis, the 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 4.10 above; (iv) if 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 shall deliver or cause to be delivered to the Trustee an Officers' Certificate (in form and substance reasonably satisfactory to the Trustee) stating that arise fromsuch transaction or series of transactions, or are related toas applicable, and, if a supplemental indenture is required in connection therewith, such transactionsupplemental indenture comply with this Indenture and that all conditions precedent herein relating to such transaction or series of transactions have been complied with and an Opinion of Counsel (in 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 the foregoing, the transfer (by sale, lease, conveyance, assignment, sale transfer or otherwise) other disposition of all or substantially all of the properties and assets of one or more SubsidiariesSubsidiaries of the Company, the Company's interest in Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany on a consolidated basis.