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

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other Person in a transaction in which the Company is not the surviving entity, or sell, convey, transfer or lease all or its properties and assets substantially all its assets to another entityas an entirety to, unless any Person, unless (i) either any Person formed by such consolidation or into or with which the Company shall be is merged or to whom the continuing entityCompany has conveyed, transferred or the successorleased its properties and assets substantially as an entirety is a corporation, transferee partnership, trust or lessee other entity (if other than the Company) shall be organized and validly existing under the laws of Bermuda, the United States British Virgin Islands, Cayman Islands or any State thereof or the District of Columbia Hong Kong and such Person expressly assume, assumes by an indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, this Indenture all the due and punctual payment obligations of the principal of Company under this Indenture and interest and premium, if any, on all the Securities, according including the obligation to their tenor, and the due and punctual performance and observance of all other obligations pay Additional Amounts with respect to the Holders and the Trustee under this Indenture any jurisdiction in which it is organized or under the Securities to be performed or observed by the Company; and resident for tax purposes; (ii) immediately after giving effect to the 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 occurred and be continuing; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease lease, of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, Person or sell, convey, transfer or lease all or substantially all its assets to another entityany other Person, unless (i) either the Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a Person organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia and such Person expressly assumeassumes, by indenture supplemental hereto, executed and delivered by such entity Person prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default shall have occurred and be continuing. Clause (ii) of the immediately preceding sentence shall not apply to (A) any sale, conveyance, transfer or lease between or among the Company and one or more Subsidiaries of the Company, (B) any merger of the Company into any Subsidiary of the Company or (C) any merger of the successor, transferee Company into an Affiliate of the Company for the purpose of the Company reincorporating or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenturereorganizing. (b) Upon any consolidation of the Company with or merger of the Company into any other entityPerson, or any sale, conveyance conveyance, transfer or transfer lease of all or substantially all of the assets of the Company to any other Person, in accordance with this Section 6.04, the successor entity Person formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such sale, conveyance, transfer or lease is made 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 entity Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities, and from time to time such entity Person may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity Person that shall at the time be the successor of the Company hereunder. In the event of any such sale sale, conveyance or conveyancetransfer, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not Neither Issuer will, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all its of the Parent Guarantor’s properties and assets determined on a consolidated basis (other than sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business) to another entityany Person, unless unless: (i1) either the Company either (A) an Issuer shall be the surviving or continuing entity, or Person; or (B) the successor, transferee or lessee entity Person (if other than an Issuer) formed by such consolidation or into which the Companyapplicable Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition all or substantially all of the applicable Issuer’s properties and assets (the “Surviving Entity”): (i) shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and Columbia; and (ii) shall expressly assume, by indenture supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant in the Notes and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under on the Securities part of the applicable Issuer to be performed or observed observed; (2) if the Surviving Entity is not an Issuer, each Guarantor (unless it is the Surviving Entity, in which case clause Section 5.01(a)(1)(B) above shall apply) shall have by supplemental indenture confirmed that its Guarantee of the CompanyNotes shall apply to such Surviving Entity’s obligations under this Indenture and the Notes; and (3) the applicable Issuer or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (ii) immediately after which opinion may be subject to customary assumptions, limitations and exceptions), each stating that such consolidation, merger, sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition applicable provisions of this Indenture. (b) Upon any consolidation The Parent Guarantor will not, in a single transaction or series of related transactions, consolidate or merge with or merger into any other entityPerson, or any salesell, conveyance assign, transfer, lease, convey or transfer lease otherwise dispose of all or substantially all of the Parent Guarantor’s properties and assets determined on a consolidated basis (other than sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets, in each case in the Company in accordance with this Section 6.04ordinary course of business) to any Person, unless: (1) either (A) the successor entity Parent Guarantor shall be the surviving or continuing Person; or (B) the Person (if other than the Parent Guarantor or an Issuer) formed by such consolidation or into or with which the Company Parent Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition all or substantially all of the Parent Guarantor’s properties and assets (the “Surviving Guarantor”): (i) shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and (ii) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Parent Guarantor’s Guarantee and the performance of every covenant in the Notes and this Indenture on the part of the Parent Guarantor to be performed or observed; (2) immediately after giving effect to such transaction and, if applicable, the assumption contemplated by Section 5.01(b)(1)(B)(ii) above (including giving pro forma effect to any Indebtedness and Acquired Indebtedness incurred and any repayment, repurchase, defeasance, redemption or other discharge of Indebtedness by the Parent Guarantor or the Surviving Guarantor, as the case may be, or any of their respective Subsidiaries in connection with such transaction), the Parent Guarantor or such Surviving Guarantor, as the case may be: (a) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Parent Guarantor immediately prior to such transaction, in each case determined as of the end of the most recent fiscal quarter ending on or prior to the date of such transaction for which financial statements of the Parent Guarantor or the Surviving Guarantor, as the case may be, are available; or (b) shall be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(b); or (c) shall have a Consolidated Fixed Charge Coverage Ratio that is equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the Parent Guarantor immediately prior to such transaction (the computations required by clauses (b) and (c) above shall be computed on a pro forma basis giving effect to such transaction as if it had occurred at the beginning of the most recent Four Quarter Period ended on or prior to the date of such transaction for which financial statements of the Parent Guarantor or the Surviving Guarantor, as the case may be, are available and the other pro forma adjustments set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”). If the transaction involves a Surviving Guarantor and the Parent Guarantor and the Surviving Guarantor have different fiscal quarters, then the relevant Four Quarter Period and, for purposes of clause (a) of this paragraph (2), the relevant fiscal quarter, may, at the election of the Parent Guarantor, be based on either the Parent Guarantor’s or the Surviving Guarantor’s fiscal quarters; (3) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that becomes an obligation of the Parent Guarantor or the Surviving Guarantor, as the case may be, or any of its Subsidiaries as a result of such transaction as having been incurred by the Parent Guarantor or the Surviving Guarantor, as the case may be, or such Subsidiary at the time of such transaction, and any Indebtedness to be repaid, repurchased, defeased, redeemed or otherwise discharged by the Parent Guarantor or the Surviving Guarantor or any of their respective Subsidiaries in connection with such transaction as having been repaid, repurchased, defeased, redeemed or otherwise discharged at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions, limitations and exceptions), each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture. (c) Notwithstanding the provisions of Sections 5.01(a) or (b), any Subsidiary of the Parent Guarantor may merge or consolidate with or into or transfer all or any part of its properties and assets to the Parent Guarantor or the Surviving Guarantor or any other Subsidiary of the Parent Guarantor or the Surviving Guarantor and Section 5.01(b) and, except in the case of (i) a merger or consolidation with or into the Parent Guarantor or the Surviving Guarantor (which shall comply with the provisions set forth in Section 5.01(b) other than clauses (2), (3) and (4) thereof) and (ii) a merger or consolidation with or into an Issuer or the Surviving Entity (which shall comply with the provisions set forth under Section 5.01(a) (to the extent not involving a merger or consolidation of the Parent Guarantor or the Surviving Guarantor with or into an Issuer or the Surviving Entity, other than clauses (2) and (3)), Section 5.01, shall not apply to any such transaction. (d) For purposes of the foregoing, the sale, assignment, transfer, lease, conveyance or other disposition, in a single transaction or series of related transactions, of all or substantially all of the properties and assets of one or more Subsidiaries of the Parent Guarantor (other than sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business), the Capital Stock of which constitutes all or substantially all of the properties and assets of the Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Parent Guarantor. (e) For purposes of clarity, it is understood and agreed that references in this Section 5.01 to sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets in the ordinary course of business shall include, without limitation, any sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets (1) that are made (x) to any Securitization Entity for the purpose of enabling such Securitization Entity to securitize the assets so sold, assigned, transferred, leased, conveyed or disposed of or enabling such Securitization Entity to issue Non-Recourse Indebtedness secured by such assets or to enter into any Repurchase Agreements with respect to such assets or (y) to any Person pursuant to a Repurchase Agreement that is otherwise permitted (or not prohibited) by this Indenture, under which such Person is a buyer of Repurchase Agreement Assets, and (2) that the Parent Guarantor in good faith determines to be consistent with past practice of the Parent Guarantor or any of its Subsidiaries or to reflect customary or accepted practice in the businesses, industries or markets in which the Company Parent Guarantor or any of its Subsidiaries operates or reasonably expects to operate or that reflect reasonable extensions, evolutions or developments of any of the foregoing (including, without limitation, by way of new transactions or structures), and as a result, none of the foregoing shall constitute a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Parent Guarantor’s properties and assets, on a consolidated basis or otherwise, for purposes of the other paragraphs of this Section 5.01. (f) Upon any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Parent Guarantor in accordance with the foregoing in which the applicable Issuer is sold not the surviving or to which such conveyancecontinuing entity, transfer or lease is made as the case may be, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer under this Indenture and the Notes with the same effect as if such successor entity Surviving Entity had been named as the Company hereinan “Issuer” herein and therein, and thereafterthe applicable Issuer shall be released from all of its obligations under this Indenture and the Notes; provided that, except in the case of a leaselease of all or substantially all of the properties and assets of the Parent Guarantor, the predecessor Company applicable Issuer will not be released from its obligation to pay the principal of and premium, if any, and interest on the Notes. (g) If the Surviving Entity or the Surviving Guarantor in any transaction described in, and made in compliance with, this Section 5.01 shall be relieved a Guarantor of the Notes, or if a Guarantor shall merge or consolidate with or into the Parent Guarantor, any Issuer, the Surviving Entity, or the Surviving Guarantor, as the case may be, in any transaction described in, and made in compliance with this Section 5.01, such Guarantor’s Guarantee of the Notes will automatically terminate and be released and such Guarantor will automatically be released from all of its obligations under its Guarantee of the Notes and covenants all of its other obligations as a Guarantor under this Indenture and the Securitiescontemporaneously with such transaction. (h) Any reference in this Indenture to a consolidation, and from time merger, sale, assignment, transfer, lease, conveyance or other disposition shall be deemed to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Companyapply to a division of, or in its own name; and any act by, a limited liability company, limited partnership or proceeding by any provision trust, or an allocation of this Indenture required assets to a series of a limited liability company, limited partnership or permitted to be done by trust (or the Board unwinding of Directors such a division or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyanceallocation), but not any such as if it were a consolidation, merger, sale, assignment, transfer, lease, the Company (conveyance or any successor entity which other disposition, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants constitute a separate Person under this Indenture (and the Securities and may thereupon be dissolved and liquidatedeach division of any limited liability company, limited partnership or trust that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental heretohereto satisfactory to the Trustee, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the SecuritiesSecurities (and Coupons, if any), according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders holders and the Trustee under this Indenture or under the Securities (and Coupons, if any) to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.046.05, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCoupons.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect 6.04(a) of the Base Indenture shall be revised in its entirety to any series of Securitiesread: (a) The Company will shall not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease sell all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity successor (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the SecuritiesNotes, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders of Notes and the Trustee under this the Indenture or under the Securities Notes to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, merger or sale, conveyance, transfer or lease no Event of Default shall have occurred and be continuing; and (iii) the Company or the successor, transferee or lessee successor entity (if other than the Company) would not be in Default in is a corporation or a limited liability company organized and validly existing under the performance laws of the United States or any covenant jurisdiction thereof, Canada, Mexico, Switzerland, the United Kingdom or condition any other country that is a member country of the European Union on the date of this Supplemental Indenture. (b) Upon , and in each case any consolidation jurisdiction, state or subdivision of the foregoing. In the event that the Company consolidates or merges with another entity or merger into any other entity, or any sale, conveyance or transfer lease of sells all or substantially all of its assets to another entity, the assets of surviving entity will be substituted for the Company in accordance with this Section 6.04, under the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, Indenture and may exercise the Company’s every right and power ofunder the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from all of its obligations under the Notes and the Indenture. For the avoidance of doubt, (i) this Indenture with the same effect as if such successor entity had been named as Section 2.10 shall not apply to transactions by and among the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of its Subsidiaries unless the Company under this Indentureelects to have the covenant apply, in (ii) the name Company, directly or indirectly, may consolidate or otherwise combine with, merge into or transfer all or part of its assets to one or more of its Subsidiaries and (iii) the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by changing the Board of Directors or any officer legal form of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCompany.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in any single transaction or series of related transactions, merge or consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any Person or group of Affiliated Persons, and the Company will not permit any of its Restricted Subsidiaries to enter into any such transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to another entityany other Person or group of Affiliated Persons, unless at the time and after giving effect thereto: (1) either (i) either if the transaction is a merger or consolidation, the Company shall be the continuing entitysurviving Person of such merger or consolidation, or (ii) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or its Restricted Subsidiaries, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia and shall, in either case, expressly assume, assume by a supplemental indenture supplemental hereto, to this Indenture executed and delivered by to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture and, in each case, this Indenture shall remain in full force and effect; (2) immediately after giving effect to such entity transaction or series of related transactions on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes an obligation of the Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) except in the case of the consolidation or merger of any Restricted Subsidiary with or into the Company or another Restricted Subsidiary, either: (A) immediately before and immediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or simultaneously transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness under Section 4.09(a); or (B) immediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Consolidated Fixed Charge Coverage Ratio of the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) will be equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the Company immediately before such transaction or transactions; (4) if the Company is not the continuing obligor under this Indenture, then each Subsidiary Guarantor, unless it is the Surviving Entity, shall have by supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee of the Notes shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; and (5) the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer, lease or other disposition and any supplemental indenture in respect thereof comply with the requirements under this Indenture and that the requirements of this paragraph have been satisfied. Notwithstanding the foregoing, this Section 5.01(a) shall not apply to any sale, assignment, transfer, conveyance, transfer lease or lease, other disposition of properties or assets between or among the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, Company and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this IndentureSubsidiary Guarantors. (b) Upon any consolidation Each Subsidiary Guarantor may consolidate with or merger merge into any other entity, or any sale, conveyance sell or transfer lease otherwise dispose of all or substantially all of the its properties and assets of to the Company in accordance or another Subsidiary Guarantor without limitation, except to the extent any such transaction is subject to Section 5.01(a). Each Subsidiary Guarantor may consolidate with this Section 6.04or merge into or sell all or substantially all of its properties and assets to a Person other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided that (i) if the surviving Person is not the Subsidiary Guarantor, the successor entity formed by surviving Person agrees to assume such consolidation or into or with which the Company is merged or Subsidiary Guarantor’s Subsidiary Guarantee and all its obligations pursuant to which the Company is sold 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 this Indenture with (except to the same effect as if such successor entity had been named as the Company herein, and thereafter, except extent Section 10.02 would result in the case release of such Subsidiary Guarantee) and (ii) such transaction does not (x) violate Article 4 or (y) result in a lease, the predecessor Company shall be relieved Default or Event of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity Default immediately thereafter that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedis continuing.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Guarantor will not consolidate with any other entity or permit accept a merger of any other entity into the Company Guarantor or permit the Company Guarantor to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company Guarantor shall be the continuing entity, or the successor, transferee or lessee entity (if other than the CompanyGuarantor) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental heretohereto satisfactory to the Trustee, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due full, irrevocable and punctual unconditional guarantee of the payment of the principal of and interest and premium, if any, on all the SecuritiesSecurities (and Coupons, according to their tenorif any) when due, and the due and punctual performance and observance of all other obligations of the Company to the Holders holders and the Trustee under this Indenture or under the Securities to be performed or observed by (and Coupons, if any), all in accordance with the Companyterms hereof and thereof; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company Guarantor or the successor, transferee or lessee entity (if other than the CompanyGuarantor) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Guarantor. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company Guarantor in accordance with this Section 6.0415.05, the successor entity formed by such consolidation or into or with which the Company Guarantor is merged or to which the Company is sold 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 Guarantor under this Indenture with the same effect as if such successor entity had been named as the Company Guarantor herein, and thereafter, except in the case of a lease, the predecessor Company Guarantor shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedGuarantee.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by established pursuant to Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell or lease all or substantially all its of the Company’s assets to another entity, in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be is a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia U.S. domestic jurisdiction and shall expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and of, premium, if any, and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately before such consolidation, merger, sale or lease the Company is not, and immediately after such consolidation, merger, salesale or lease, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be be, in Default in the performance of any covenant or condition of this Indenture; and (iii) the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Section 6.04. (b) Upon any consolidation with or merger into any other entity, or any sale, or any conveyance or transfer lease lease, of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not merge, consolidate or amalgamate with or into any other entity or permit Person (other than a merger of any other entity a Wholly Owned Subsidiary into the Company or permit the Company to be merged into any other entity, Company) or sell, conveytransfer, transfer assign, lease, convey or lease otherwise dispose of all or substantially all of its assets to another entity, unless Property in any one transaction or series of transactions unless: (i) either the Company shall be the continuing entitySurviving Person in such merger, consolidation or amalgamation, or the successor, transferee or lessee entity Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and Columbia; (ii) the Surviving Person (if other than the Company) expressly assumeassumes, by supplemental indenture supplemental heretoin form satisfactory to the Trustee, executed and delivered to the Trustee by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseSurviving Person, the due and punctual payment of the principal of and interest of, and premium, if any, on and any Default Interest on, all the SecuritiesNotes, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders covenants and the Trustee under conditions of this Indenture or under the Securities to be performed or observed by the Company; ; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person or a group of related persons; (iv) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (iivi) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Subsidiary of the Company as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (v) immediately after giving effect to such consolidationtransaction or series of transactions on a pro forma basis, merger, sale, conveyance, transfer or lease the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (vi) the successorCompany shall deliver, transferee or lessee entity cause to be delivered, to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied; and (vii) the 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 federal income tax purposes as a result of such transaction and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred. The foregoing provisions (other than clause (iv)) shall not apply to any transaction or series of transactions which constitute an Asset Sale if the Company) would not be in Default in the performance of any covenant or condition of this IndentureCompany has complied with Section 4.12. (b) Upon The Company shall not permit any consolidation Guarantor to merge, consolidate or amalgamate with or merger into any other entityPerson (other than a merger of a Wholly Owned Subsidiary into the Company or such Guarantor) or sell, transfer, assign, lease, convey or any sale, conveyance or transfer lease otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless: (i) the assets of Surviving Person (if other than such Guarantor) expressly assumes, to the Company extent permitted by applicable laws, by supplemental indenture in accordance with this Section 6.04form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the successor entity formed by due and punctual performance and observance of all the obligations of such consolidation or into or with which the Company is merged or to which the Company is sold 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 Guarantor under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except its Guarantee; (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the predecessor Property of such Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iii) and clauses (iv) and (v) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any of its Subsidiaries as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company shall be relieved of all obligations and covenants under this Indenture and have a Consolidated Net Worth in an amount which is not less than the Securities, and from time to time such entity may exercise each and every right and power Consolidated Net Worth of the Company under immediately prior to such transaction or series of transactions; (v) the Company shall deliver, or cause to be delivered, to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this Indenturecovenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied; and (vi) the 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 federal income tax purposes as a result of such transaction and will be subject to federal income tax on the same amounts, in the name same manner and at the same times as would have been the case if such transaction had not occurred. The foregoing provisions (other than clause (iii)) shall not apply to any transaction or series of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of transactions which constitute an Asset Sale if the Company may be done has complied with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated4.12.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityinto, or sell, convey, transfer or lease all lease, in one transaction or substantially all a series of transactions, its assets to another entitysubstantially as an entirety to, unless any Person, unless: (i) either the Company shall resulting, surviving or transferee Person (the "Successor Company") will be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a Person organized and 58 50 existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Suc cessor Company (if not the Company) will expressly assume, by indenture supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, mergerin form satisfactory to the Trustee, sale, conveyance, transfer or lease, all the due and punctual payment obligations of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or Company under the Securities to be performed or observed by the Company; and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of such Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company will have a Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company prior to such transaction minus any costs incurred in connection with such transaction; and (iv) the Company will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Opinions of Counsel required to be delivered under this Section or lease elsewhere in this Indenture may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or the successor, transferee government or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all officials customary for opinions of the assets type required, including certificates certifying as to matters of fact. The Successor Company will be the successor to the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall and succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with Indenture, but the same effect as if such successor entity had been named as the Company hereinpredecessor company, and thereafter, except only in the case of a conveyance, transfer or lease, will not be released from the predecessor Company shall be relieved obligation to pay the principal of all obligations and covenants under this Indenture and interest on the Securities. Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and from time assets to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of (ii) the Company may be done merge with like force and effect by an Affiliate incorporated for the like board or officer pur- 59 51 pose of any entity that shall at the time be the successor of reincorporating the Company hereunder. In the event of any such sale in another jurisdiction to realize tax or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedother benefits.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i1) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Company under its Note Guarantee and the performance of every covenant of the Note Guarantee and this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by clause (1)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction), (A) the Company or such Surviving Entity, as the case may be, shall be able to Incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 or (B) the Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity, as the case may be, is greater than such ratio immediately prior to such transaction; provided, however, that this clause (2) shall not be effective during any Suspension Period as described under Section 4.18; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (4) the Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture is the legal, valid and binding obligation of the Surviving Entity; provided that clauses (2) and (3) above do not apply to the consolidation or merger of the Company with or into, or the sale by the Company of all or substantially all its assets to, a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into, or the sale by such Subsidiary of all or substantially all of its assets to, the Company. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The Issuer will not, and the Company will not permit the Issuer to, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer’s assets whether as an entirety or substantially as an entirety to any Person unless: (1) either (A) the Issuer shall be the surviving or continuing entity or (B) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Issuer substantially as an entirety shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Issuer to be performed or observed; (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture is the legal, valid and binding obligation of the surviving or continuing entity; provided that clause (2) does not apply to the consolidation or merger of the Issuer with or into, or the sale by the Issuer of all or substantially all its assets to, the Company or a Wholly Owned Restricted Subsidiary or the consolidation or merger of the Company or a Wholly Owned Restricted Subsidiary with or into, the Issuer. (d) No Subsidiary Guarantor (other than any Subsidiary Guarantor whose Note Guarantee is to be released in accordance with Section 10.05 in connection with any transaction complying with the provisions of Section 4.05) will, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Subsidiary Guarantor or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets other than to the Company or any other Subsidiary Guarantor unless: (1) (A) either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia or the jurisdiction of such Subsidiary Guarantor and expressly assume, assumes by supplemental indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets obligations of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 Subsidiary Guarantor under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own nameNote Guarantee; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.and

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not Issuer may consolidate with any other entity with, sell, convey or lease (and may cause or permit a merger any Restricted Subsidiary of any other entity into the Company or permit the Company Issuer to be merged into any other entity, or sell, convey, transfer convey or lease lease) all or substantially all its of the Issuer’s assets to another entityto, unless or merge with or into, any other Person, only if: (i1) either (x) the Company shall be Issuer is the continuing entity, corporation or (y) the successor, transferee or lessee entity (if other than the Company) shall be successor Person is a corporation organized and validly existing under the laws of the United States or any State state thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, assumes the due and punctual payment of the principal of and interest and premium, if any, and interest on all of the SecuritiesNotes, according to their tenor, and the due and punctual performance and observance of all other obligations to of the Holders covenants and conditions of the Trustee under Notes and this Indenture or under the Securities to be performed or observed by the Company; and Issuer; (ii2) immediately after such merger, consolidation, merger, sale, conveyanceconveyance or lease, transfer no Default or Event of Default shall have occurred or be continuing; and (3) in the case of (1)(y) above, the Issuer or such successor corporation shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, consolidation, sale, conveyance or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of Section 5.01(a), the sale, lease or conveyance of all the assets, or substantially all the assets, of one or more Restricted Subsidiaries of the Issuer, the Equity Interests of which constitutes all or substantially all the assets of the Issuer, shall be deemed to be the transfer of substantially all the assets of the Issuer. (c) Upon any consolidation with or merger into any other entitysuch merger, or any consolidation, sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.045.01, in which the Issuer is not the continuing corporation, the successor entity corporation formed by such consolidation or into or with which the Company Issuer is merged or to which the Company is sold or to which such conveyancesale, transfer conveyance or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer under this Indenture and the Notes with the same effect as if such successor surviving entity had been named as such. (d) Notwithstanding the Company hereinforegoing, this Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and thereafter, except in the case any one or more of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power its Restricted Subsidiaries or between or among any one or more of the Company under this Indenture, in Issuer’s Restricted Subsidiaries. Section 5.01(a)(2) will not apply to (i) any merger or consolidation of any Restricted Subsidiary with or into the name Issuer or (ii) a merger or consolidation of the Company, Issuer with or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer into an affiliate of the Company may be done with like force and effect by Issuer solely for the like board or officer purpose of any entity that shall at reincorporating the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such Issuer in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedanother jurisdiction.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other Person in a transaction in which the Company is not the surviving entity, or sell, convey, transfer or lease all or its properties and assets substantially all its assets to another entityas an entirety to, unless any Person, unless (i) either any Person formed by such consolidation or into or with which the Company shall be is merged or to whom the continuing entityCompany has conveyed, transferred or the successorleased its properties and assets substantially as an entirety is a corporation, transferee partnership, trust or lessee other entity (if other than the Company) shall be organized and validly existing under the laws of the United States Cayman Islands or any State thereof or the District of Columbia Hong Kong and such Person expressly assume, assumes by an indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, this Indenture all the due and punctual payment obligations of the principal of Company under this Indenture and interest and premium, if any, on all the Securities, according including the obligation to their tenor, and the due and punctual performance and observance of all other obligations pay Additional Amounts with respect to the Holders and the Trustee under this Indenture any jurisdiction in which it is organized or under the Securities to be performed or observed by the Company; and resident for tax purposes; (ii) immediately after giving effect to the 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 occurred and be continuing; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of External Legal Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease lease, of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entity, Person or sell, convey, transfer or lease all or substantially all of its properties and assets to another entityany Person, unless unless: (i) either the Company shall be the continuing entityresulting, surviving or the successortransferee Person, transferee or lessee entity (if other than not the Company) shall be , is a corporation organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia Columbia, and such Person, if not the Company, expressly assume, assumes by supplemental indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment all of the principal of Company’s obligations under any Securities and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and Indenture; (ii) immediately after giving effect to such transaction, no Default has occurred and is continuing under this Indenture; and (iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease the Company or the successorand, transferee or lessee entity (if other than the Company) would not be a supplemental indenture is required in Default in the performance of any covenant or condition of connection with such transaction, such supplemental indenture complies with this IndentureSection 10.9 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation with of the Company with, or merger into of the Company into, any other entity, Person or any saleconveyance, conveyance transfer or transfer lease of all or substantially all of the properties and assets of the Company in accordance with this Section 6.0410.9(a), the successor entity Person formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company Person shall be relieved of all obligations and covenants under this Indenture and the any Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not merge or consolidate with or into any other entity or permit (other than a merger or consolidation of any other entity a Restricted Subsidiary with or into the Company Company) or permit the Company to be merged into any other entity, in one transaction or a series of related transactions sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its assets to another entity, Property unless (i) either the entity formed by or surviving any such consolidation or merger (if the Company shall be is not the continuing surviving entity, ) or the successorPerson to which such sale, transferee assignment, transfer, lease or lessee entity conveyance is made (if other than the Company“Successor”) (A) shall be a Person (other than an individual) organized and existing under the laws of the United States of America or any a State thereof or the District of Columbia and such Person shall expressly assume, by supplemental indenture supplemental hereto, executed and delivered to the Trustee by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasePerson, the due and punctual payment of the principal of and principal, premium, if any, interest and premiumAdditional Interest, if any, on all the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other the covenants, conditions and obligations to under the Holders Notes, this Indenture, and the Trustee under this Indenture or under the Securities Registration Rights Agreement to be performed or observed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before and 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, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyancetransfer, transfer lease or lease the Company or the successorconveyance and such supplemental indenture, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor. (b) Upon any consolidation with No Guarantor may sell or merger into any other entity, or any sale, conveyance or transfer lease otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the assets of surviving Person) another Person, other than the Company or another Guarantor, unless (i) immediately after giving effect thereto, no Default or Event of Default has occurred or is continuing and (ii) either (x) the Person acquiring the property in accordance with this Section 6.04, any such sale or disposition or the successor entity Person formed by or surviving any such consolidation or into or with which merger unconditionally assumes all the Company is merged or to which the Company is sold or to which such conveyanceobligations of that Guarantor under its Note Guarantee, transfer or lease is made 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 entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, Registration Rights Agreement pursuant to a supplemental indenture executed and from time delivered to time such entity may exercise each and every right and power the Trustee or (y) the Net Proceeds of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such other disposition are applied in the manner described in this accordance with Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated4.11.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's properties and assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) to another entity, unless any Person unless: (1) either: (i) either the Company shall be the surviving or continuing entity, corporation; or (ii) the successor, transferee or lessee entity Person (if other than the Company) formed by or surviving such consolidation or merger or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition all or substantially all of the properties and assets of the Company and of the Company's Restricted Subsidiaries: (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia Columbia; and (y) shall expressly assume, by supplemental indenture supplemental hereto(in form and substance reasonably satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, merger, sale, conveyance, transfer or lease, the Company's obligation for the due and punctual payment of the principal of and interest and of, premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other obligations to every covenant of the Holders Notes, this Indenture, the Collateral Agreements and the Trustee under this Indenture or under Registration Rights Agreement on the Securities part of the Company to be performed or observed by the Company; and observed; (ii2) immediately after giving effect to such transaction, the Company or such surviving entity, as the case may be will be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; provided that this clause (2) does not apply if, in the good faith determination of the Board of Directors of the Company, whose determination will be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction will not have as one of its purposes the evasion of the foregoing limitations; and (3) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default will have occurred or be continuing. In connection with any such consolidation, merger, sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition, the Company or the successorsurviving Person must deliver to the trustee, transferee or lessee entity (if other than in form and substance reasonably satisfactory to the Company) would not be in Default in the performance Trustee, an Officers' Certificate and an Opinion of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entityCounsel, or any each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or transfer lease of all or substantially all of the assets of the Company other disposition and, if a supplemental indenture is required in accordance connection with this Section 6.04such transaction, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture supplemental indenture comply with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case applicable provisions of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, that all conditions precedent in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted relating to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore transaction have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedbeen satisfied.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will Borrower shall not consolidate with or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or selleffect a Change in Bank Ownership, convey, transfer or lease all or substantially all its assets to another entity, unless unless: (i) either the Company shall be the continuing entitysuccessor entity which results from such consolidation or merger, if not Borrower, or the successorPerson which acquires the assets of Borrower or the stock of the Bank from such Change in Bank Ownership (the “Surviving Entity”), transferee or lessee entity (if other than the CompanyA) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia Columbia, and expressly assume, by indenture supplemental hereto, (B) shall have either (x) executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the Lenders its assumption of the due and punctual payment of the principal of and interest and premium, if any, and interest on all the Securities, according to their tenorTerm Loan, and the due and punctual performance and observance observation of all other obligations of the covenants in the Term Loan, and this Agreement and shall furnish to such Lenders an opinion of counsel to the Holders effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the Trustee legal, valid and binding contract and agreement of the Surviving Entity enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, or (y) exchanged the Term Loan for a subordinated term loan of the Surviving Entity or the parent of the Surviving Entity, and such subordinated term loan shall have the same economic terms as the Term Loan, including but not limited to, principal amount, interest rate, maturity and any other term that would require the consent of each Lender to amend under this Indenture or under Section 1.1(a) hereunder, and such other rights, preferences, privileges and covenants that are not materially less favorable than the Securities to be performed or observed by rights, preferences, privileges and covenants of the CompanyTerm Loan; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance transaction and treating any indebtedness that becomes an obligation of any covenant or condition Borrower as a result of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed such transaction as having been incurred by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall Borrower at the time be the successor of the Company hereunder. In the event such transaction, no Event of any such sale Default or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedpotential Event of Default would exist.

Merger, Consolidation and Sale of Assets. Except as The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not the Company is the surviving or continuing Person), or sell, assign, transfer, lease, convey or otherwise provided as contemplated by Section 3.01 with respect dispose of all or substantially all of the Company’s properties and assets (determined on a consolidated basis for the Company and its Subsidiaries), to any series of SecuritiesPerson unless: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless either: (i1) either the Company shall be the surviving or continuing entitycorporation, or or (2) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”): (A) shall be an entity organized or incorporated, as applicable, and validly existing under the laws of (i) the Grand Duchy of Luxembourg, (ii) the United States or of America, any State thereof or the District of Columbia Columbia, (iii) the Federative Republic of Brazil, (iv) the British Virgin Islands, (v) Panama or (vi) any country which is a member country of the Organization for Economic Co-Operation and Development, and (B) shall expressly assume, by supplemental indenture supplemental heretoall of the obligations of the Company under this Indenture and the Notes; and (b) the Company or the Surviving Entity has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, executed and delivered by such entity prior to or simultaneously with such each stating that the consolidation, merger, sale, conveyanceassignment, transfer or transfer, lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the transaction have been satisfied. The Subsidiary Guarantor (unless the Note Guarantee of the Subsidiary Guarantor is to be released in accordance with the terms of the Note Guarantee and this Indenture) will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not the Subsidiary Guarantor is the surviving or continuing Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company Subsidiary Guarantor (determined on a consolidated basis for the Subsidiary Guarantor and its Subsidiaries), to any Person unless: (1) the Person acquiring the property in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) shall expressly assume all of the obligations of the Subsidiary Guarantor under its Note Guarantee; and (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(A) above (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing. The provisions of this Section 5.01 will not apply to any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of properties and assets, of the Subsidiary Guarantor to the Company (or any successor entity which shall theretofore have become such in consolidation or merger among the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture Subsidiary Guarantor and the Securities and may thereupon be dissolved and liquidatedCompany.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Guarantor will not consolidate with any other entity or permit accept a merger of any other entity into the Company Guarantor or permit the Company Guarantor to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company Guarantor shall be the continuing entity, or the successor, transferee or lessee entity (if other than the CompanyGuarantor) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental heretohereto satisfactory to the Trustee, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due full, irrevocable and punctual unconditional guarantee of the payment of the principal of and interest and premium, if any, on all the SecuritiesSecurities (and Coupons, according to their tenorif any) when due, and the due and punctual performance and observance of all other obligations of the Company to the Holders holders and the Trustee under this Indenture or under the Securities to be performed or observed by (and Coupons, if any), all in accordance with the Companyterms hereof and thereof; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company Guarantor or the successor, transferee or lessee entity (if other than the CompanyGuarantor) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Guarantor. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company Guarantor in accordance with this Section 6.041505, the successor entity formed by such consolidation or into or with which the Company Guarantor is merged or to which the Company is sold 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 Guarantor under this Indenture with the same effect as if such successor entity had been named as the Company Guarantor herein, and thereafter, except in the case of a lease, the predecessor Company Guarantor shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedGuarantee.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other Person in a transaction in which the Company is not the surviving entity, or sell, convey, transfer or lease all or its properties and assets substantially all its assets to another entityas an entirety to, unless any Person, unless (i) either any Person formed by such consolidation or into or with which the Company shall be is merged or to whom the continuing entityCompany has conveyed, transferred or the successorleased its properties and assets substantially as an entirety is a corporation, transferee partnership, trust or lessee other entity (if other than the Company) shall be organized and validly existing under the laws of the United States British Virgin Islands, the Cayman Islands or any State thereof or the District of Columbia Hong Kong and such Person expressly assume, assumes by an indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, this Indenture all the due and punctual payment obligations of the principal of Company under this Indenture and interest and premium, if any, on all the Securities, according including the obligation to their tenor, and the due and punctual performance and observance of all other obligations pay Additional Amounts with respect to the Holders and the Trustee under this Indenture any jurisdiction in which it is organized or under the Securities to be performed or observed by the Company; and resident for tax purposes; (ii) immediately after giving effect to the 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 occurred and be continuing; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of Independent Legal Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease lease, of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and of, premium, if any, or interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, amalgamate, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to another entity, unless any Person unless: (i1) either either: (A) the Company shall be the surviving or continuing entity, or corporation; or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is amalgamated, merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be an entity organized and or validly existing under the laws of the United States or any State or territory thereof or the District of Columbia and Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation shall be an entity organized or validly existing under the laws of the United States or any State or territory thereof or the District of Columbia; and (ii) shall expressly assume, by indenture supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant of the Notes and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under on the Securities part of the Company to be performed or observed by the Company; and observed; (ii2) immediately after giving effect to such transaction and the assumption contemplated by Section 5.01(a)(1)(B)(ii) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (a) would be able to incur at least $1.00 of additional Indebtedness pursuant to the Section 4.09(a) or (b) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to such transaction; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by Section 5.01(a)(1)(B)(ii) above, if applicable (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (4) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer lease (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation one or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or in its own name; substantially all of the properties and any act or proceeding by any provision assets of this Indenture required or permitted the Company, shall be deemed to be done by the Board transfer of Directors all or any officer substantially all of the properties and assets of the Company. (b) Any amalgamation, merger or consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (with the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company may be done need only comply with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated5.01(a)(4).

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving or permit the Company to be merged into any other entitycontinuing Person), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s properties and assets (determined on a consolidated basis for the Company and its assets Restricted Subsidiaries), to another entity, unless any Person unless: (1) either: (i) either the Company shall be the surviving or continuing entitycorporation, or or (ii) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (A) shall be a corporation, organized and validly existing under the laws of Mexico or the United States of America, any State thereof or the District of Columbia, and (B) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance and observance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and the assumption contemplated by Section (a)(1)(ii)(B) of this Section 4.1 (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be: (i) will be able to Incur at least US$1.00 of additional Indebtedness pursuant to Section 3.9(a), or (ii) will have a Consolidated Fixed Charge Coverage Ratio of not less than the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction; provided that provisions of the subsection (2)(i) above shall not apply to: (A) any transfer of the properties or assets of a Restricted Subsidiary to the Company or to a Subsidiary Guarantor; (B) any merger of a Restricted Subsidiary into the Company or a Subsidiary Guarantor; or (C) any merger of the Company into a Wholly Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company; so long as, in each case the Indebtedness of the Company and its Restricted Subsidiaries taken as a whole is not increased thereby. (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by Section (a)(1)(ii)(B) of this Section 4.1 (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; (4) each Subsidiary Guarantor (including Persons that become Subsidiary Guarantors as a result of the transaction) has confirmed by supplemental indenture that its Note Guarantee will apply for the Obligations of the Surviving Entity in respect of this Indenture and the Notes; (5) if the Company is organized under Mexican law and merges with a corporation, or the Surviving Entity is, organized under the laws of the United States States, any State thereof or the District of Columbia or the Company is organized under the laws of the United States, any State thereof or the District of Columbia and expressly assumemerges with a corporation, or the Surviving Entity is, organized under the laws of Mexico, the Company or the Surviving Entity will have delivered to the Trustee an Opinion of Counsel from each of Mexico and the United States to the effect that, as applicable: (i) the holders of the Notes will not recognize income, gain or loss for U.S. or Mexican income tax purposes as a result of the transaction and will be taxed in the holder’s home jurisdiction in the same manner and on the same amounts (assuming solely for this purpose that no Additional Amounts are regarded to be paid on the Notes) and at the same times as would have been the case if the transaction had not occurred, (ii) any payment of interest or principal under or relating to the Notes or any Note Guarantees will be paid in compliance with any requirements under Section 3.21, and (iii) no other taxes on income, including capital gains, will be payable by indenture supplemental heretoholders of the Notes under the laws of Mexico or the United States relating to the acquisition, executed ownership or disposition of the Notes, including the receipt of interest or principal thereon; provided that the holder does not use or hold, and is not deemed to use or hold the Notes in carrying on a business in Mexico or the United States, and (6) the Company or the Surviving Entity has delivered by such entity prior to or simultaneously with such the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, conveyanceassignment, transfer or transfer, lease, the due and punctual payment of the principal of and interest and premiumconveyance or other disposition and, if anyrequired in connection with such transaction, on the supplemental indenture, comply with the applicable provisions of this Indenture and that all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations conditions precedent herein relating to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenturetransaction have been satisfied. (b) Upon any consolidation with For purposes of this Section 4.1, the transfer (by lease, assignment, sale or merger into any other entityotherwise, in a single transaction or any sale, conveyance or transfer lease series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and its Restricted Subsidiaries), shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this Section 6.044.1, in which the Company is not the continuing corporation, the successor entity Surviving Entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, lease or transfer or lease is made shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor entity Surviving Entity had been named as such. For the Company hereinavoidance of doubt, and thereafter, except in compliance with this Section 4.1 will not affect the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company (including a Surviving Entity, if applicable) under this IndentureSection 3.8, in if applicable. (d) Each Subsidiary Guarantor shall not, and the name Company shall not cause or permit any Subsidiary Guarantor to, consolidate with or merge into, or sell or dispose of all or substantially all of its assets to, any Person (other than the Company) that is not a Subsidiary Guarantor unless: (1) such Person (if such Person is the surviving entity) assumes all of the Companyobligations of such Subsidiary Guarantor in respect of its Note Guarantee by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel, or and such transaction is otherwise in its own name; and any act or proceeding by any provision of this Indenture required or permitted compliance herewith; (2) such Note Guarantee is to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any released as provided under Section 10.2 or (3) such sale or conveyance, but not any other disposition of substantially all of such lease, the Company (or any successor entity which shall theretofore have become such Subsidiary Guarantor’s assets is made in the manner described in this accordance with Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated3.12.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not merge or consolidate with or into any other entity or permit (other than a merger or consolidation of any other entity a Restricted Subsidiary with or into the Company Company) or permit the Company to be merged into any other entity, in one transaction or a series of related transactions sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its assets to another entity, Property unless (i) either the entity formed by or surviving any such consolidation or merger (if the Company shall be is not the continuing surviving entity, ) or the successorPerson to which such sale, transferee assignment, transfer, lease or lessee entity conveyance is made (if other than the Company“Successor”) (A) shall be a Person (other than an individual) organized and existing under the laws of the United States of America or any a State thereof or the District of Columbia and such Person shall expressly assume, by supplemental indenture supplemental hereto, executed and delivered to the Trustee by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasePerson, the due and punctual payment of the principal of and principal, premium, if any, interest and premiumAdditional Interest, if any, on all the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other the covenants, conditions and obligations to under the Holders Notes, this Indenture, and the Trustee under this Indenture or under the Securities Registration Rights Agreement to be performed or observed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to any Person, (iii) immediately before and 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, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyancetransfer, transfer lease or lease the Company or the successorconveyance and such supplemental indenture, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor. (b) Upon any consolidation with No Guarantor may sell or merger into any other entity, or any sale, conveyance or transfer lease otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the assets of surviving Person) another Person, other than the Company or another Guarantor, unless (i) immediately after giving effect thereto, no Default or Event of Default has occurred or is continuing and (ii) either (x) the Person acquiring the property in accordance with this Section 6.04, any such sale or disposition or the successor entity Person formed by or surviving any such consolidation or into or with which merger unconditionally assumes all the Company is merged or to which the Company is sold or to which such conveyanceobligations of that Guarantor under its Note Guarantee, transfer or lease is made 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 entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, Registration Rights Agreement pursuant to a supplemental indenture executed and from time delivered to time such entity may exercise each and every right and power the Trustee or (y) the Net Proceeds of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such other disposition are applied in the manner described in this accordance with Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated4.11.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with, merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityinto, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to another entity, unless a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (A) the Company shall be the continuing entity, Person or (B) the successor, transferee Person formed by such consolidation or lessee entity (if other than into which the Company) Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any State jurisdiction thereof (or, any entity not organized under such laws which agrees (I) to subject itself to the jurisdiction of the United States district court for the Southern District of New York, and (II) to indemnify and hold harmless the Holders of all Notes against (y) any tax, assessment or governmental charge imposed on such Holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the District making of, any payment of Columbia principal of or interest on such Notes and expressly assume, by indenture supplemental hereto, executed which would not have been so imposed and delivered by such entity prior to or simultaneously with withheld had such consolidation, merger, salesale or conveyance not been made and (z) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance) and shall expressly assume, transfer or leaseby a supplemental indenture, executed and delivered to the due and punctual payment Trustee, all of the principal obligations of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee Company under this Indenture or under and the Securities to be performed or observed by the Company; and Notes; (ii) immediately after giving effect to such consolidationtransaction, merger, sale, conveyance, transfer no Default or lease Event of Default under the Company or Indenture shall have occurred and be continuing; and (iii) an Officer’s Certificate and an Opinion of Counsel as to the successor, transferee or lessee entity (if other than the Company) would not be in Default matters set forth in the performance of any covenant or condition of this Indenturepreceding clauses (i) and (ii) shall have been delivered to the Trustee. (b) The preceding paragraph (a) of this Section 5.4 shall not apply to: (i) the merger or consolidation of the Company with an Affiliate, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Company’s state of incorporation or to convert the Company’s form of organization to another form of organization; or (ii) the merger or consolidation of the Company with or into a single direct or indirect wholly-owned Subsidiary pursuant to Section 905 (or any successor provision) of the Business Corporation Law of the State of New York. (c) Upon any consolidation with or merger into any other entitymerger, or any sale, conveyance conveyance, transfer, lease or transfer lease other disposition of all or substantially all of the property and assets of the Company in accordance with this Section 6.045.4, the if there is a successor, such successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, for the Company and may exercise every right and power of, under the Company under this Indenture with the same effect as if such successor entity had been named as in place of the Company hereinin the Indenture, and thereafter, the Company shall (except in the case of a lease, the predecessor Company shall be relieved lease of all obligations or substantially all of property and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name assets of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this the Indenture and the Securities and may thereupon be dissolved and liquidatedNotes.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Neither Issuer will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, Person or sell, convey, transfer or lease all or substantially all its assets to another entityany other Person, unless (i) either the Company Person formed by such consolidation or into which such Issuer is merged or to which such sale, conveyance, transfer or lease is made shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity Person prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Companysuch Issuer; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default shall have occurred and be continuing. Clause (ii) of the immediately-preceding sentence shall not apply to (A) any sale, conveyance, transfer or lease between or among the Company either of the Issuers and one or more Wholly Owned Subsidiaries of such Issuer, (B) any merger of either of the successor, transferee Issuers into any Wholly Owned Subsidiary of such Issuer or lessee entity (if other than C) any merger of either of the Company) would not be Issuer into an Affiliate of such Issuer solely for the purpose of such Issuer reincorporating or reorganizing in Default in the performance of any covenant or condition of this Indentureanother jurisdiction. (b) Upon any consolidation of either of the Issuers with or merger of either of the Issuers into any other entityPerson, or any sale, conveyance conveyance, transfer or transfer lease of all or substantially all of the assets of either of the Company Issuers to any other Person, in accordance with this Section 6.04, the successor entity Person formed by such consolidation or into or with which the Company such Issuer is merged or to which the Company is sold or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer under this Indenture with the same effect as if such successor entity Person had been named as the Company such Issuer herein, and thereafter, except in the case of a lease, the predecessor Company Issuer shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities, and from time to time such entity Person may exercise each and every right and power of the Company such Issuer under this Indenture, in the name of the Companysuch Issuer, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the such Issuer’s Board of Directors or any officer of the Company such Issuer may be done with like force and effect by the like board or officer of any entity Person that shall at the time be the successor of the Company such Issuer hereunder. In the event of any such sale sale, conveyance or conveyancetransfer, but not any such lease, the Company such Issuer (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect None of the Issuers or Guarantors shall be a party to any series of Securitiesa Substantially All Merger or participate in a Substantially All Sale, unless: (a) The Company will not consolidate with any other entity such Issuer or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company Guarantor shall be the surviving or continuing entity, entity or the successor, transferee or lessee entity Person (if other than an Issuer) formed or surviving such Substantially All Merger or to which such Substantially All Sale has been made (the Company“Surviving Entity”) and shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture a supplemental hereto, agreement executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Note Holders, the due and punctual payment of the principal of and interest and premium, if any, on all of the Securities, according to their tenor, Notes and the due performance of every covenant of the Notes and punctual performance and observance this Agreement on the part of all other obligations to the Holders and the Trustee under this Indenture such Issuer or under the Securities Guarantor to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture.observed; (b) Upon any consolidation immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; (c) such Issuer has complied with its obligations pursuant to Section 4.2 with respect to a Change of Control; and (d) such Issuer, Guarantor or merger into any other entitythe Surviving Entity, or any saleas the case may be, conveyance or transfer lease shall have made available for inspection by each Note Holder an Officer’s Certificate and an Opinion of all or substantially all of the assets of the Company Counsel, each stating that such transaction and, if a supplemental agreement is required in accordance connection with this Section 6.04such transaction, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyancesupplemental agreement, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture complies with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision applicable provisions of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force Agreement and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described all conditions precedent in this Section 6.04) shall be discharged from all obligations Agreement relating to such transaction have been satisfied; provided, however, that such counsel may address such Opinion of Counsel to such Issuer, Guarantor or the Surviving Entity and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedrely, as to matters of fact, on a certificate or certificates of officers thereof.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not (i) consolidate or merge with or into, any other entity Person or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity(ii) sell, or sellassign, convey, lease, transfer or lease otherwise dispose of all or substantially all of its properties or assets to another entityany Person or Persons in one or a series of transactions, unless unless, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and: (iA) either the Company shall be the continuing entity, transferee or the successorentity resulting from such consolidation, transferee surviving such merger or lessee entity succeeding to such properties or assets (if other than the CompanyX) shall be organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and shall expressly assume, by pursuant to an agreement reasonably acceptable to the Trustee and the Collateral Agent, all of the Company’s obligations under this Indenture, the Notes and the Security Documents; and (Y) shall be a corporation, limited liability company or limited partnership; (B) the Company shall provide to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, assignment, conveyance, lease, transfer or other disposition and the supplemental indenture supplemental heretoin respect thereof comply with this Indenture and that all conditions precedent herein provided for relating to such transactions have been complied with; (C) other than with respect to an Exempted Change of Control Transaction, executed and delivered by such entity either (X) the Project Cost Threshold has been reached on or prior to the consummation of the applicable consolidation, merger or simultaneously with other disposition, the proposed transferee or surviving entity commits to complete the Project on the timeline contemplated by the EPC Agreement, and the Company’s Board of Directors has reasonably determined in good faith that such transferee or surviving entity has the reasonable financial wherewithal to do so; or (Y) Substantial Completion for both Units 1 and 2 of the Facilities have occurred; and (D) after giving effect to such consolidation, merger, sale, conveyance, transfer merger or leasesale of all or substantially all of such properties or assets, the due and punctual payment Notes shall have at least two of the principal of following three credit ratings: at least BBB- from S&P; at least Baa3 from Xxxxx’x and interest at least BBB- from Fitch; and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations prior to the Holders and consummation of any such transaction, the Company shall have provided to the Trustee under this Indenture an Officer’s Certificate to such effect or under a copy of the Securities to be performed or observed by the Company; and (ii) immediately after letters from such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indentureapplicable rating agencies confirming such ratings. (b) Upon any consolidation with the consummation of such transaction described in Section 5.01(a), the resulting, surviving or merger into any other succeeding entity, or any saleif other than the Company, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power and shall perform every obligation of, the Company under this Indenture Indenture, the Notes and the Security Documents with the same effect as if such successor entity had been named as the Company herein, herein and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedtherein.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not shall not, in a single transaction or a series of related transactions, consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its assets Restricted Subsidiaries) to another entity, unless any Person whether as an entirety or substantially as an entirety unless: (i1) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture supplemental hereto(in form and substance reasonably satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture.if (b) Upon any consolidation with For purposes of the foregoing, the transfer (by lease, assignment, sale or merger into any other entityotherwise, in a single transaction or any sale, conveyance or transfer lease series of transactions) of all or substantially all of the properties and assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation one or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or in its own name; substantially all of the properties and any act or proceeding by any provision assets of this Indenture required or permitted the Company, shall be deemed to be done by the Board transfer of Directors all or any officer substantially all of the properties and assets of the Company. (c) Notwithstanding the foregoing, (i) the merger of the Company may be done with like force and effect by into Xxxxxxx & Xxxxxx Floorcoverings, Inc. on the like board or officer of any entity that shall at Issue Date and (ii) the time be the successor merger of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.with an

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this Fifth Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this Fifth Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with, merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityinto, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to another entity, unless a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (A) the Company shall be the continuing entity, Person or (B) the successor, transferee Person formed by such consolidation or lessee entity (if other than into which the Company) Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any State jurisdiction thereof (or, any entity not organized under such laws which agrees (I) to subject itself to the jurisdiction of the United States district court for the Southern District of New York, and (II) to indemnify and hold harmless the Holders of all Notes against (y) any tax, assessment or governmental charge imposed on such Holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the District making of, any payment of Columbia principal of or interest on such Notes and expressly assume, by indenture supplemental hereto, executed which would not have been so imposed and delivered by such entity prior to or simultaneously with withheld had such consolidation, merger, salesale or conveyance not been made and (z) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance) and shall expressly assume, transfer or leaseby a supplemental indenture, executed and delivered to the due and punctual payment Trustee, all of the principal obligations of and interest and premium, if any, on all the Securities, according to their tenor, Company under the Indenture and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and Notes; (ii) immediately after giving effect to such consolidationtransaction, merger, sale, conveyance, transfer no Default or lease Event of Default under the Company or Indenture shall have occurred and be continuing; and (iii) an Officer’s Certificate and an Opinion of Counsel as to the successor, transferee or lessee entity (if other than the Company) would not be in Default matters set forth in the performance of any covenant or condition of this Indenturepreceding clauses (i) and (ii) shall have been delivered to the Trustee. (b) The preceding paragraph (a) of this Section 5.4 shall not apply to: (i) the merger or consolidation of the Company with an Affiliate, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Company’s state of incorporation or to convert the Company’s form of organization to another form of organization; or (ii) the merger or consolidation of the Company with or into a single direct or indirect wholly-owned Subsidiary pursuant to Section 905 (or any successor provision) of the Business Corporation Law of the State of New York. (c) Upon any consolidation with or merger into any other entitymerger, or any sale, conveyance conveyance, transfer, lease or transfer lease other disposition of all or substantially all of the property and assets of the Company in accordance with this Section 6.045.4, the if there is a successor, such successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, for the Company and may exercise every right and power of, under the Company under this Indenture with the same effect as if such successor entity had been named as in place of the Company hereinin the Indenture, and thereafter, the Company shall (except in the case of a lease, the predecessor Company shall be relieved lease of all obligations or substantially all of property and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name assets of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this the Indenture and the Securities and may thereupon be dissolved and liquidatedNotes.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, Person or sell, conveylease, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of the Company and its assets Subsidiaries, taken as a whole, in one or more related transactions, to another entityany Person, unless (1) the Company receives the consent of Holders of at least majority in aggregate principal amount of the Outstanding Notes or (2) the following conditions are satisfied: (i) either the Company shall be obtains any and all regulatory approvals in connection therewith, as applicable; (ii) the continuing entity, Person formed by or surviving any such consolidation or merger or the successorPerson to which such sale, transferee lease, assignment, transfer, conveyance or lessee entity other disposition has been made (if other than the Company) ), shall be a Person organized and existing under the laws of (A) Panama, (B) Peru, (C) the United States of America or any State thereof state thereof, or (D) any country member of the Organization for Economic Co-operation and Development or the District of Columbia G-20 and any state thereof (to the extent applicable) and (x) shall expressly assumeassume by a supplemental indenture to this Indenture, by indenture supplemental hereto, executed delivered to and delivered by such entity prior in a form satisfactory to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest and of, premium, if any, any and interest on all the Securities, according to their tenor, Outstanding Notes and the due and punctual performance and observance of all other obligations to of the Holders and the Trustee Company’s Obligations under this Indenture or under and the Securities to be performed or observed by the Company; Notes and (iiy) shall agree to modify the provisions described under Section 3.10 and that Taxing Jurisdiction will be defined to include any jurisdiction in which such Person is resident for tax purposes; (iii) immediately after giving effect to such consolidationtransaction (and treating any Debt that becomes an obligation of the Surviving Entity (as defined below) or any Subsidiary of the Surviving Entity as a result of such transaction as having been incurred by (x) the Company, merger, sale, conveyance, transfer (y) the Person formed by or lease the Company surviving any such consolidation or the successor, transferee or lessee entity merger (if other than the Company), or to which such sale, lease, assignment, transfer, conveyance or other disposition has been made (the Company or such Person, as the case may be, the “Surviving Entity”) would not or (z) such Subsidiary at the time of such transaction), no Default under this Indenture or the Notes, and no Event of Default under this Indenture or the Notes, shall have happened and be continuing; and (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer, if applicable, and such supplemental indenture (if required) comply with the foregoing provisions relating to such transaction and all conditions precedent in Default in this Indenture relating to such transaction and the performance execution of any covenant or condition of this Indenturesuch supplemental indenture (if required) have been complied with. (b) Upon This Section 4.1 shall not apply to any consolidation with or merger into any other entitymerger, or any sale, conveyance assignment, transfer, conveyance, lease or other disposition of assets from a Subsidiary to the Company. (c) For purposes of this Section 4.1, 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 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 in accordance with this Section 6.04on a consolidated basis, shall be deemed to be the successor entity formed by such consolidation transfer of all or into or with which substantially all of the Company is merged or properties and assets of the Company. (d) The Surviving Entity will succeed to which the Company is sold 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, for the Company as obligor on the Notes and under this Indenture with the same effect as if such successor entity it had been named as the Company herein, and thereafter, except obligor in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and issued the Securities, and from time to time such entity may exercise each and every right and power Notes. Upon the assumption of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding obligations by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any Surviving Entity in such leasecircumstances, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall will be discharged from all obligations Obligations under the Notes and covenants under this Indenture Indenture. (e) For purposes of this Section 4.1, the Trustee will be entitled to rely exclusively on and will accept the Securities Officers’ Certificate and may thereupon Opinion of Counsel delivered pursuant to Section 4.1(a)(iv) as sufficient evidence of the satisfaction of the conditions precedent set forth in this covenant, in which event it will be dissolved conclusive and liquidatedbinding on the Holders.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any Person (other entity or permit a than the merger of any other entity a Wholly Owned Subsidiary of the Company into the Company or permit the Company to be merged into any other entityCompany), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's properties and assets (determined on a consolidated basis for the Company and its assets Subsidiaries) to another entity, unless any Person whether as an entirety or substantially as an entirety unless: (i1) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture and, if applicable, the Note Registration Rights Agreement on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) 246 -66- above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (i) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 and (ii) shall have a Consolidated Net Worth at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (4) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction 247 -67- complying with the provisions of Section 4.16) shall not, and the Company shall not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by Columbia; (ii) such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment expressly assumes by supplemental indenture all of the principal obligations of the Guarantor on the Guarantee; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Companycontinuing; and (iiiv) immediately after giving effect to such consolidationtransaction and the use of any net proceeds therefrom on a pro forma basis, merger, sale, conveyance, transfer or lease the Company could satisfy the provisions of clause (2) of Section 5.01(a). Any merger or consolidation of a Guarantor with and into the successor, transferee Company (with the Company being the surviving entity) or lessee entity another Guarantor that is a Wholly Owned Subsidiary of the Company need only comply with clause (if other than the Company4) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially Section 5.01(a). When a successor assumes all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; Notes and any act or proceeding by any provision of this Indenture required or in a transaction permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such leasethis Section 5.01, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall will be discharged deemed to be released from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedthose obligations.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will Borrower shall not consolidate with or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or selleffect a Change in Bank Ownership, convey, transfer or lease all or substantially all its assets to another entity, unless unless: (i) either the Company shall be the continuing entitysuccessor entity which results from such consolidation or merger, if not Borrower, or the successorPerson which acquires the assets of Borrower or the stock of the Bank from such Change in Bank Ownership (the “Surviving Entity”), transferee or lessee entity (if other than the CompanyA) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia Columbia, and expressly assume, by indenture supplemental hereto, (B) shall have either (x) executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the Lenders its assumption of the due and punctual payment of the principal of and interest and premium, if any, and interest on all the Securities, according to their tenorTerm Loan, and the due and punctual performance and observance observation of all other obligations of the covenants in the Term Loan, and this Agreement and shall furnish to such Lenders an opinion of counsel to the Holders effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the Trustee legal, valid and binding contract and agreement of the Surviving Entity enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, or (y) exchanged the Term Loan for a subordinated term loan of the Surviving Entity or the parent of the Surviving Entity, and such subordinated term loan shall have the same economic terms as the Term Loan, including but not limited to, principal amount, interest rate, maturity and any other term that would require the consent of each Lender to amend under this Indenture or under ‎Section 6.2(a) hereunder, and such other rights, preferences, privileges and covenants that are not materially less favorable than the Securities to be performed or observed by rights, preferences, privileges and covenants of the CompanyTerm Loan; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance transaction and treating any indebtedness that becomes an obligation of any covenant or condition Borrower as a result of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed such transaction as having been incurred by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall Borrower at the time be the successor of the Company hereunder. In the event such transaction, no Event of any such sale Default or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedpotential Event of Default would exist.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental heretohereto satisfactory to the Trustee, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the SecuritiesSecurities (and Coupons, if any), according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders holders and the Trustee under this Indenture or under the Securities (and Coupons, if any) to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04605, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCoupons.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this Sixth Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this Sixth Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture; and (iii) either the Company or the resulting surviving or transferee Person delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or sale and the supplemental indenture comply with the Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.. Table of Contents

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityinto, or sell, convey, transfer or lease lease, in one transaction or a series of related transactions, all or substantially all its assets to another entityto, unless any Person, unless: (i) either the Company shall be resulting, surviving or transferee Person (the continuing entity, or the successor, transferee or lessee entity (if other than the "Successor Company") shall be a Person organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by an indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, mergerin form satisfactory to the Trustee, sale, conveyance, transfer or lease, all the due and punctual payment obligations of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or Company under the Securities to be performed or observed by the Company; and this Indenture; (ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of such Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) except in the case of a merger with or into a Wholly Owned Subsidiary or a merger, the sole purpose of which is to change the Company's jurisdiction of incorporation, immediately after giving effect to such transaction on a pro forma basis, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); (iv) immediately after giving effect to such transaction on a pro forma basis, the Successor Company shall have a Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Opinions of Counsel required to be delivered under this Section or lease elsewhere in this Indenture may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or the successor, transferee government or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all officials customary for opinions of the assets type required, including certificates certifying as to matters of fact. The Successor Company shall be the successor to the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall and 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 entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.this

Merger, Consolidation and Sale of Assets. Except The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Subsidiaries) whether as otherwise provided an entirety or substantially as contemplated by Section 3.01 with respect an entirety to any series of SecuritiesPerson; provided, that the Company may merge with and into Kratos so long as: (a1) The Company will not consolidate with any other entity or permit a merger Kratos shall expressly assume, (i) by supplemental indenture, executed and delivered to the Trustee, the due and punctual payment of any other entity into the Company or permit principal of, and premium, if any, interest and Additional Interest, if any, on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be merged performed or observed thereunder, and (ii) by amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of the Company under the Collateral Agreements, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; (2) promptly following the merger of the Company into any Kratos, Kratos shall give the Trustee and the Holders written notice of the Stage II Notes Exchange Redemption, in accordance with the provisions under Section 3.01(e)(ii); (3) the Xxxxxx Acquisition shall have been consummated; (4) all assets (including the Xxxxxx Shares) and liabilities (including the Notes) of the Company shall become assets and liabilities of Kratos; and (5) Kratos shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other entitydisposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or sellotherwise, convey, transfer in a single transaction or lease series of transactions) of all or substantially all its of the properties or assets to another entity, unless (i) either of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the continuing entitytransfer of all or substantially all of the properties and assets of the Company. Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of this Section 5.01 and Section 4.11) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person, other than the successor, transferee Company or lessee any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor) or to which such sale, lease, conveyance or other disposition shall be have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia Columbia; (2) such entity (within fifteen Business Days in the case of the contemplated merger of Acquisition Co. with and expressly assume, into Xxxxxx) assumes (a) by indenture supplemental heretoindenture, executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture, (b) by such entity prior an assumption and joinder, executed and delivered to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment performance of every covenant of the principal of Registration Rights Agreement and interest (c) by amendment, supplement or other instrument executed and premium, if any, on all delivered to the Securities, according to their tenor, Trustee and the due Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and punctual performance in connection therewith shall cause such instruments to be filed and observance recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of all other obligations the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the Holders surviving entity; and (3) immediately after giving effect to such transaction (other than the contemplated merger of Acquisition Co. with and the Trustee under this Indenture into Xxxxxx), no Default or under the Securities to Event of Default shall have occurred and be performed continuing. Any merger or observed by the Company; consolidation of (i) a Guarantor with and into another Guarantor or (ii) immediately after a Guarantor with an Affiliate organized solely for the purpose of reincorporating such consolidation, merger, sale, conveyance, transfer Guarantor in another jurisdiction in the United States or lease the Company any state thereof or the successor, transferee or lessee entity District of Columbia need only comply with clause (if other than the Company2) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedimmediately preceding paragraph.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Issuer will not consolidate with any other entity or permit a merger of any other entity merge with or into or wind up into (whether or not the Company or permit Issuer is the Company to be merged into any other entitysurviving corporation), or sell, convey, transfer or lease all or substantially all its assets to another entityin one or more related transactions to, unless any Person, unless: (i1) either the Company shall resulting, surviving or transferee Person (the “Successor Issuer”) will be the continuing entitya corporation, partnership, trust or the successor, transferee or lessee entity (if other than the Company) shall be limited liability company organized and existing under the laws of the United States or of America, any State thereof of the United States or the District of Columbia and the Successor Issuer (if not the Issuer) will expressly assume, (i) by indenture supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, mergerin form reasonably satisfactory to the Trustee, sale, conveyance, transfer or lease, all the due and punctual payment obligations of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or Issuer under the Securities to be performed or observed by the Company; Note Documents and (ii) immediately after to the extent that the exchange offers (or filing of the registration statement) pursuant to the applicable Registration Rights Agreements have not been consummated or filed, as applicable, by joinder, amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of the Issuer under the applicable Registration Rights Agreements, and the Successor Issuer shall cause such consolidationamendments, mergersupplements or other instruments to be executed, salefiled and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Note Lien on the Collateral pledged by or transferred to such Person, conveyancetogether with the financing statements and comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions, transfer or lease in each case in a form reasonably satisfactory to the Company or Trustee; provided, that if the successorSuccessor Issuer is not a corporation, transferee or lessee entity (if other than such Successor Issuer shall form a corporate co-issuer for the Company) would not be in Default in Notes, which shall assume all Note Obligations of the performance of any covenant or condition of this IndentureIssuer. (b2) Upon immediately after giving effect to such transaction (and treating any consolidation with or merger into any other entity, Indebtedness that becomes an obligation of the Successor Issuer or any sale, conveyance or transfer lease of all or substantially all Subsidiary of the assets Successor Issuer as a result of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect transaction as if such successor entity had having been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done Incurred by the Board of Directors Successor Issuer or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, the successor Successor Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 4.12; (4) each Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture, joinders, amendments, supplements or other instruments relating to the Registration Rights Agreements, if applicable, confirmed that its Note Guarantee shall apply to such Person’s Note Obligations, and delivered such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Note Lien on the Collateral pledged by or transferred to such Person, together with the financing statements and comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the Company hereunder. In relevant states or jurisdictions, in each case in a form reasonably satisfactory to the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.Trustee; and

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all its of the Company's assets whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity Person (if other than the Company or a Restricted Subsidiary of the Company) shall be organized and existing under formed by such consolidation or into which the laws Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the United States or any State thereof or Company's assets (the District of Columbia and "Surviving Entity") shall expressly assume, by supplemental indenture supplemental hereto(in form satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities, according to their tenor, this Indenture and the due and punctual performance and observance Registration Rights Agreement on the part of all other obligations to the Holders and the Trustee under this Indenture or under the Securities Company to be performed or observed by the Companyobserved; and (ii) immediately after the Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the execution of such supplemental indenture have been satisfied. Upon any consolidation, combination or merger or any transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04the foregoing, in which the Company is not the continuing corporation, the successor entity Person formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, lease or transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor surviving entity had been named as such and the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations of its Obligations and covenants duties under this Indenture and the Securities. Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture) will not, and from time the Company will not cause or permit any Guarantor (other than any Guarantor whose Guarantee is to time be released in accordance with the terms of the Guarantee and this Indenture) to, consolidate with or merge into any Person other than the Company or any other Guarantor unless: the entity formed by or surviving any such entity may exercise each consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made assumes by supplemental indenture all of the Obligations of the Guarantor on the Guarantee. Any merger or consolidation of a Guarantor with and every right and power into the Company (with the Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done need not comply with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated5.01.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Issuer will not consolidate with any other entity or permit a merger of any other entity merge with or into or wind up into (whether or not the Company or permit Issuer is the Company to be merged into any other entitysurviving corporation), or sell, convey, transfer or lease all or substantially all its assets to another entityin one or more related transactions to, unless any Person, unless: (i1) either the Company shall resulting, surviving or transferee Person (the “Successor Issuer”) will be the continuing entitya corporation, partnership, trust or the successor, transferee or lessee entity (if other than the Company) shall be limited liability company organized and existing under the laws of the United States or of America, any State thereof of the United States of America or the District of Columbia and the Successor Issuer (if not the Issuer) will expressly assume, assume by indenture supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Note Documents, and the Successor Issuer shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Note Lien on the Collateral pledged by or transferred to such entity prior Person, together with the financing statements and comparable documents as may be required to perfect any security interests in such Collateral, which may be perfected by the filing of a financing statement or simultaneously with a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee; provided, that if the Successor Issuer is not a corporation, such Successor Issuer shall form a corporate co-issuer for the Notes, which shall assume all Note Obligations of the Issuer; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Issuer or any Subsidiary of the Successor Issuer as a result of such transaction as having been Incurred by the Successor Issuer or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, salewinding up, conveyance, transfer or lease the Company or the successor, transferee or lessee entity and such supplemental indenture (if other than the Companyany) would not be in Default in the performance of any covenant or condition of comply with this Indenture. (b) Upon any consolidation with or merger into any other entityFor purposes of this Section 5.1, or any the sale, conveyance lease, conveyance, assignment, transfer or transfer lease other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company in accordance with this Section 6.04Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to, the successor entity formed by such consolidation or Issuer and the Issuer may consolidate with, merge into or with which the Company is merged transfer all or to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed part of its properties and assets to, and be substituted fora Wholly Owned Subsidiary, and the Issuer may exercise every right and power ofmerge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction; provided that, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a leaseRestricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such leaseIssuer, the Company Issuer will not be required to comply with the preceding clause (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated3).

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any The Indenture shall provide that the Company may not, in a single transaction or through a series of Securities: (a) The Company will not related transactions, consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityinto, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets to to, another entityPerson or adopt a plan of liquidation, unless (ia) either the Company shall be the continuing entity, survivor of such merger or consolidation or the successorsurviving Person is a corporation, transferee partnership, limited liability company or lessee entity (if other than the Company) shall be trust organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and such surviving Person shall expressly assume, by indenture a supplemental heretoindenture, executed all the obligations of the Company under the Notes and the related Indenture; (b) immediately after giving effect to such transaction (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, (c) immediately after giving effect to such transaction and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing and (d) the Company has delivered by such entity prior to or simultaneously with the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, or 40 transfer or leaseadoption and such supplemental indenture comply with the Indenture, that the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity surviving Person (if other than the Company) would not agrees to be in Default bound thereby and that all conditions precedent in the performance of any covenant or condition of this Indenture. Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (b), (c) Upon and (d), any consolidation with or merger Restricted Subsidiary of the Company may consolidate with, merge into any other entity, or any sale, conveyance or transfer lease all or part of its properties and assets to the Company. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of the Company in accordance with this Section 6.04one or more Restricted Subsidiaries, the successor entity formed by such consolidation Capital Stock of which constitutes all or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of substantially all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name properties and assets of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted shall be deemed to be done by the Board transfer of Directors all or any officer substantially all of the Company may be done with like force properties and effect by the like board or officer of any entity that shall at the time be the successor assets of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCompany.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not shall not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's assets (determined on a consolidated basis) whether as an entirety or substantially as an entirety to another entityany Person, unless unless: (i) either (1) the Company shall be the continuing entitysurviving corporation, partnership, trust or limited liability company or (2) the successor, transferee or lessee entity Person (if other than the Company) formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition (the "Surviving Entity") shall have been made (x) shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States or States, any State state thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture supplemental hereto(in form and substance reasonably satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the SecuritiesSecurities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed; and (z) unless the Collateral has been released in accordance with the provisions of the Security Documents, according shall expressly assume, by Security Documents specified by the Collateral Agent, executed and delivered to their tenorthe Trustee, and the due and punctual performance of every covenant and observance of all other obligations to the Holders and the Trustee under this Indenture or obligation under the Securities Security Documents on the part of the Company to be performed or observed by the Companyobserved; and (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.4; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred or repaid and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; (iv) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger, sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and (y) all conditions precedent in this Indenture relating to such transaction have been satisfied; and (v) unless the Collateral has been released in accordance with the provisions of the Security Documents, the Company or the successorSurviving Entity, transferee or lessee entity as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (if other than x) any Security Documents to be executed and delivered comply with the Companyapplicable provisions of this Indenture and (y) would not all conditions precedent in this Indenture and the Security Documents relating to such transaction have been satisfied. Notwithstanding the foregoing, (i) the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be in Default in permitted so long as such Affiliate (x) shall comply with clauses (i)(2)(x), (y) and (z) of the performance preceding paragraph and (y) such Affiliate shall comply with clauses (iv) and (v) of the preceding paragraph and (ii) the merger of any covenant Restricted Subsidiary of the Company into the Company or condition of this Indenture. (b) Upon any consolidation with or merger into any other entitythe transfer, or any salelease, conveyance or transfer lease other disposition of all or substantially all of the assets of a Restricted Subsidiary of the Company to the Company shall be permitted so long as the Company delivers to the Trustee an Officers' Certificate stating that the purpose of such merger, transfer, lease, conveyance or other disposition is not to consummate a transaction that would otherwise be prohibited by this Indenture. (b) No Guarantor (other than any Guarantor whose Guarantee is to be released (x) in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 6.044.16 or (y) in accordance with the terms of the Credit Agreement and the Security Documents in the event of any sale, foreclosure, realization or other disposition of or on any Capital Stock issued by any Guarantor or otherwise as permitted under Section 14.3) shall, and the successor Company shall not cause or permit any Guarantor to, consolidate with or merge with or into any Person or sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of its assets to any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or into or with which merger (if other than the Company is merged or to which the Company is sold Guarantor) or to which such conveyancesale, transfer assignment, transfer, lease, conveyance or lease other disposition shall have been made is made a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) such entity assumes by supplemental indenture all of the Obligations of the Guarantor under its Guarantee and the Security Documents; (iii) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall succeed to, have occurred and be substituted for, continuing; (iv) immediately after giving effect to such transaction and may exercise every right and power ofthe use of any net proceeds therefrom on a pro forma basis, the Company under could satisfy the provisions of clause (ii) of the first paragraph of Section 5.1(a); and (v) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture and Security Documents, if any, comply with the applicable provisions of this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except (y) all conditions precedent in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the SecuritiesSecurity Documents, if any, relating to such transaction have been satisfied. Any merger or consolidation of a Guarantor with and from time to time such entity may exercise each and every right and power into the Company (with the Company being the Surviving Entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company under this Indentureneed only comply with clauses (iv) and (v) of the first paragraph of Section 5.1(a). (c) For purposes of the foregoing paragraph (a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the name properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted shall be deemed to be done by the Board transfer of Directors all or any officer substantially all of the Company may be done with like force properties and effect by the like board or officer of any entity that shall at the time be the successor assets of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCompany.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate or merge with any other entity or permit a merger of any other entity into (whether or not the Company is the Surviving Person), or, directly or permit the Company to be merged into any other entityindirectly through one or more Restricted Subsidiaries, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another entity, Person or Persons unless (i) either the Surviving Person is a corporation or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the continuing entity, or Notes that is a corporation (ii) the successor, transferee or lessee entity Surviving Person (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on assumes all the Securities, according to their tenor, and the due and punctual performance and observance obligations of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with and the same effect Notes pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) the Surviving Person causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as if applicable, in such successor entity had been named jurisdictions as may be required by applicable law to preserve and protect the Company herein, and thereafter, except in Lien of the case of a lease, Security Documents on the predecessor Company Collateral owned by or transferred to the Surviving Person; (v) the Collateral owned by or transferred to the Surviving Person shall be relieved of all obligations and covenants (a) continue to constitute Collateral under this Indenture and the SecuritiesSecurity Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and from time (c) not be subject to time such entity may exercise each any Lien other than Permitted Collateral Liens; (vi) the property and every right and power assets of the Company Person which is merged or consolidated with or into the Surviving Person, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Surviving Person shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall (vii) at the time be the successor of the Company hereunder. In the event such transaction and after giving pro forma effect thereto (other than a merger with a wholly-owned Subsidiary or for purposes of any such sale or conveyance, but not any such leasereincorporating into another state), the Company Surviving Person would (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.07(a) or any successor entity which shall theretofore (b) have become such in a lower Debt to Operating Cash Flow Ratio immediately after the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and transaction than the Securities and may thereupon be dissolved and liquidatedCompany’s Debt to Operating Cash Flow Ratio immediately prior to the transaction.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company Issuer will not not, in a single transaction or series of related transactions, consolidate or merge with or into any other entity Person, or Transfer (or cause or permit a merger any Restricted Subsidiary of any other entity into the Company or permit the Company Issuer to be merged into any other entity, or sell, convey, transfer or lease Transfer) all or substantially all of the Issuer’s assets (determined on a consolidated basis for the Issuer and its assets Subsidiaries) whether as an entirety or substantially as an entirety to another entityany Person, unless unless (i1) either either (A) the Company shall be Issuer is the surviving or continuing entity, or Person; or (B) the successor, transferee or lessee entity Person (if other than the CompanyIssuer) shall be formed by such consolidation or into which the Issuer is merged or the Transferee of such assets (the “Issuer Surviving Entity”): (i) is a corporation, partnership or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and Columbia; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is such a corporation; and (ii) expressly assumeassumes, by supplemental indenture supplemental hereto, (in form and substance satisfactory to the Trustee) executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant under the Notes and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under on the Securities part of the Issuer to be performed or observed by the Companyobserved; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture.and (b2) Upon any consolidation with each of the conditions specified in paragraph (c) below is satisfied. For purposes of the foregoing, the Transfer in a single transaction or merger into any other entityseries of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or any salesubstantially all of the assets of the Issuer (determined on a consolidated basis for the Issuer and its Subsidiaries), conveyance or transfer lease shall be deemed to be the Transfer of all or substantially all of the assets of the Company in accordance Issuer. (b) No Guarantor will, and the Issuer will not cause or permit any such Guarantor to, consolidate with this Section 6.04, or merge with or into any Person unless (1) either (A) such Guarantor shall be the successor entity surviving or continuing Person; or (B) the Person (if other than a Guarantor) formed by such consolidation or into or with which the Company such Guarantor is merged or shall expressly assume, by supplemental indenture (in form and substance satisfactory to which the Company is sold or Trustee) executed and delivered to which the Trustee, all of the obligations of such conveyance, transfer or lease is made shall succeed to, Guarantor under its Guarantee and be substituted for, the performance of every covenant under such Guarantor’s Guarantee and may exercise every right and power of, the Company under this Indenture on the part of such Guarantor to be performed or observed; and (2) each of the conditions specified in paragraph (c) below (other than clause (1) thereof) is satisfied. The requirements of clauses (a) and (b) of this Section 5.01 shall not apply to (x) a consolidation or merger of any Guarantor with and into the Issuer or any other Guarantor, so long as the Issuer or a Guarantor, as applicable, survives such consolidation or merger, or (y) a Transfer of any Subsidiary Guarantor that complies with Section 4.10. (c) The following additional conditions shall apply to each transaction described in Sections 5.01(a) or 5.01(b), except that clause (1) below shall not apply to a transaction described in Section 5.01(b): (1) immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction): (A) the Issuer (or the Issuer Surviving Entity, if applicable) could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (B) the Consolidated Coverage Ratio of the Issuer (or the Issuer Surviving Entity, if applicable) and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger; (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default has occurred and is continuing; and (3) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case applicable provisions of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, that all conditions precedent in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted relating to be done by the Board of Directors or any officer of the Company may be done with like force such transaction have been satisfied and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyancesupplemental indenture, but not any such leaseif any, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedis enforceable.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will Issuer and Holdings may not consummate a Division as a Dividing Person and may not consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or selllease, convey, sell or transfer or lease all or substantially all of its property and assets to another entityunless: (1) the Person formed by such consolidation or into which the Issuer or Holdings, unless (i) either as the Company shall be the continuing entitycase may be, is merged, or the successorPerson which acquires by lease, transferee sale or lessee entity (if other than transfer all or substantially all of the Company) shall be property and assets of the Issuer or Holdings or the Division Successor surviving any Division, as the case may be, is a corporation organized and existing under the laws of Australia, Switzerland, any Member State of the European Union, the United Kingdom or, any state of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered Columbia; (2) (x) the Person formed by such entity prior to consolidation or simultaneously with such consolidationinto which the Issuer or Holdings, mergeras the case may be, saleis merged, conveyance, transfer or the Person which acquires by lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance sale or transfer lease of all or substantially all of the property and assets of the Company Issuer or Holdings, as the case may be, agrees (i) in accordance with this Section 6.04the case of the Issuer, to pay the principal of, and any premium and interest on, the successor entity formed by such consolidation or into or with which Notes, assume, perform and observe all obligations, covenants and conditions of the Company is merged or to which Issuer and Holdings, as the Company is sold or to which such conveyancecase may be, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with and the same effect as Security Documents by executing and delivering to the Trustee and the Collateral Agent a supplemental indenture and, if such successor entity had been named as applicable, joinders or supplements to the Company hereinSecurity Documents, and thereafter(ii) in the case of Holdings, except to guarantee the Notes pursuant to the terms of this Indenture or (y) in the case of a leaseDivision, where the Issuer or Holdings is the Dividing Person, the predecessor Company Division Successor shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power remain or become a co-issuer of the Company under this Indenture, in the name Notes; and (3) immediately after giving effect to such transaction and treating indebtedness for borrowed money that becomes an obligation of the CompanyIssuer, Holdings or in any of its own name; and any act or proceeding by any provision Restricted Subsidiaries as a result of this Indenture required or permitted to be done such transaction as having been incurred by the Board of Directors Issuer, Holdings or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall such Restricted Subsidiaries at the time of such transaction, no Default or Event of Default shall have occurred and be continuing. (b) In addition, notwithstanding the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such leaseforegoing, the Company Issuer may (a) consolidate or merge with or into, or sell, lease or transfer all or substantially all of its properties or assets to, Holdings or any successor entity which shall theretofore have become such of its Restricted Subsidiaries or (b) merge or consolidate with an affiliate incorporated solely for the purpose of reincorporating or reorganizing the Issuer in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedanother jurisdiction.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 6.4 of the Base Indenture is hereby deleted and replaced in its entirety (with respect to the Notes only and not any other series of Securities: (aSecurities issued pursuant to the Base Indenture) with the following: “The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityPerson, or sell, convey, transfer or lease all or substantially all of its assets to another entityany Person, unless unless: (ia) either the Company shall be is the continuing entity, corporation or the successorresulting, surviving or transferee or lessee entity (if other than the Company) shall Person will be a corporation organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and will expressly assume, by indenture a supplemental heretoindenture, executed and delivered to the Trustee all of the Company's obligations under the Notes and this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other equity securities issued by a third party, such entity prior third party assumes or fully and unconditionally guarantees all of the Company’s obligations under the Notes and this Indenture; (c) immediately after giving effect to or simultaneously with such transaction, no Event of Default and no Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successorand, transferee or lessee entity (if other than the Company) would not be a supplemental indenture is required in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation connection with or merger into any other entitysuch transaction, or any salesuch supplemental indenture, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance comply with this Section 6.04, the and that all conditions precedent herein provided for relating to such transaction have been satisfied. The successor entity Person formed by such consolidation or into or with which the Company is merged or to which the Company is sold or successor Person 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 this Indenture with the same effect as if such successor entity Person had been named as the Company herein, ; and thereafter, except in the case of a lease, the predecessor Company shall be relieved lease of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name or substantially all of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease's assets, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities Notes. Subject to Article IX of the Second Supplemental Indenture, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company. Such successor Person thereupon may cause to be signed, and may thereupon issue either in its own name or in the name of The Great Atlantic & Pacific Tea Company, any or all Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee, and upon the order of such successor Person instead of the Company and subject to all of the terms, conditions and limitations in the Indenture, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to a Company Order, and any Notes that such successor Person thereafter shall cause to be dissolved signed and liquidateddelivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of execution hereof. Prior to execution of any supplemental indenture pursuant to this Section, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease and any such assumption complies with the provisions of this Section.”

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving or permit the Company to be merged into any other entitycontinuing Person), or sell, conveyassign, transfer transfer, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, convey or otherwise dispose of) all or substantially all of the properties and assets of the Company or the Company and its assets Restricted Subsidiaries taken as a whole (determined on a consolidated basis for the Company and its Restricted Subsidiaries), to another entityany Person, unless unless: (i1) either either: (A) the Company shall be the surviving or continuing entity, or corporation; or (B) the successor, transferee or lessee entity Person (if other than the Company) shall formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Successor Company”): (i) will be an entity organized and validly existing under the laws of (x) the United States or any State thereof or the District of Columbia or (y) Canada or any province or territory thereof; provided that if the Successor Company is not a corporation, then a corporation wholly owned by such Person organized and validly existing under the laws of (x) the United States or any State thereof or the District of Columbia or (y) Canada or any province or territory thereof that does not and will not have any material assets or operations shall become a co-issuer of the Notes; and (ii) will expressly assume, by supplemental indenture supplemental hereto(in form reasonably satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of of, and interest and premiumpremium (including any Additional Amounts), if any, and interest on all of the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other obligations to every covenant of the Holders Notes and the Trustee under this Indenture or under on the Securities part of the Company to be performed or observed by the Company; and observed; (ii2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) above (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred in connection with or in respect of such transaction), (A) the Company or such Successor Company, as the case may be, is able to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.8(a) or (B) the Consolidated Leverage Ratio of the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred or be continuing; (4) each Note Guarantor (including Persons that become Note Guarantors as a result of such transaction) has confirmed by supplemental indenture that its Note Guarantee will apply to the Obligations of the Successor Company in respect of this Indenture and the Notes; and (5) the Company or the Successor Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any saletransfer, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with this Indenture and that all conditions precedent in this Indenture relating to the transaction have been complied with. For purposes of this Section 4.1, the transfer lease (by assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and its Restricted Subsidiaries), will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) The provisions of Sections 4.1(a)(2) and 4.1(a)(5) above will not apply to: (1) any transfer of the properties or assets of a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (2) subject to Section 10.3, any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (3) any merger of the Company into a Wholly Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company; or (4) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States or in another province or under the federal laws of Canada, so long as, in each case, the Indebtedness of the Company and its Restricted Subsidiaries taken as a whole is not increased thereby. (c) Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this Section 6.044.1, in which the Company is not the continuing corporation, the successor entity Successor Company formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, lease or transfer or lease is made shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor entity Successor Company had been named as such. For the Company hereinavoidance of doubt, and thereafter, except in compliance with this Section 4.1 will not affect the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power Obligations of the Company (including a Successor Company, if applicable) under this IndentureSection 3.21, if applicable. (d) Notwithstanding anything to the contrary herein, neither the Company nor the Company and its Restricted Subsidiaries taken as a whole may, directly or indirectly, lease all or substantially all of its or their respective properties or assets considered as one enterprise, in the name of the Companyone or more related transactions, or in its own name; and to any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedother Person.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not Except as provided in Section 11.7 or paragraph (b) of this Section, the Trust may merge or consolidate with any other entity corporation, association, trust or permit a merger of any other entity into the Company organization or permit the Company to be merged into any other entity, or may sell, convey, transfer lease or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of exchange all or substantially all of the assets Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two-thirds of the Company in accordance with Trustees, followed by approval by a Majority Shareholder Vote, and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware. (b) Notwithstanding paragraph (a) of this Section 6.04Section, if such action has been approved by eighty percent (80%) of the Trustees, the successor entity formed by such consolidation Trust may merge or into consolidate with, or with which may sell, lease or exchange all or substantially all of the Company is merged Trust Property or to which the Company is sold or to which such conveyanceproperty, transfer or lease is made shall succeed including its good will, to, any other corporation, association, trust or other organization that is, or will be immediately after giving effect to such transaction, registered as an investment company under the 1940 Act (or a series thereof) and: (i) no Fundamental Policy of the Trust is materially different from a Fundamental Policy of such registered investment company; (ii) no advisory agreement between the Trust and be substituted for, any investment adviser thereof is materially different from an advisory contract between such registered investment company and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafterany investment adviser thereof, except for the identity of the investment companies as a party to the contract; (iii) Trustees of the Trust who are not “interested persons” (as defined in the case 0000 Xxx) of the Trust and who were elected by Shareholders will comprise a majority of the trustees or directors (or members of a lease, the predecessor Company shall be relieved similar governing body) of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, registered investment company who are not “interested persons” (as defined in the name 0000 Xxx) of the Company, or such registered investment company; and (iv) such registered investment company has provisions in its own name; governing documents substantially equivalent to Sections 10.4, 10.6, 11.1, 11.2, 11.3, 11.4, 11.5, 11.6 and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated11.7.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell (other than for cash) or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or (ii) the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will Borrower shall not consolidate with or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or selleffect a Change in Bank Ownership, convey, transfer or lease all or substantially all its assets to another entity, unless unless: (i) either the Company shall be the continuing entitysuccessor entity which results from such consolidation or merger, if not Borrower, or the successorPerson which acquires the assets of Borrower or the stock of the Bank from such Change in Bank Ownership (the “Surviving Entity”), transferee or lessee entity (if other than the CompanyA) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia Columbia, and expressly assume, by indenture supplemental hereto, (B) shall have either (x) executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the Lenders its assumption of the due and punctual payment of the principal of and interest and premium, if any, and interest on all the Securities, according to their tenorTerm Loan, and the due and punctual performance and observance observation of all other obligations of the covenants in the Term Loan, and this Agreement and shall furnish to such Lenders an opinion of counsel to the Holders effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the Trustee legal, valid and binding contract and agreement of the Surviving Entity enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, or (y) exchanged the Term Loan for a subordinated term loan of the Surviving Entity or the parent of the Surviving Entity, and such subordinated term loan shall have the same economic terms as the Term Loan, including but not limited to, principal amount, interest rate, maturity and any other term that would require the consent of each Lender to amend under this Indenture or under Section 7.2(a) hereunder, and such other rights, preferences, privileges and covenants that are not materially less favorable than the Securities to be performed or observed by rights, preferences, privileges and covenants of the CompanyTerm Loan; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance transaction and treating any indebtedness that becomes an obligation of any covenant or condition Borrower as a result of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed such transaction as having been incurred by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall Borrower at the time be the successor of the Company hereunder. In the event such transaction, no Event of any such sale Default or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedpotential Event of Default would exist.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not shall not, in a single transaction or a series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, convey, transfer or lease otherwise dispose of (or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its assets to another entityRestricted Subsidiaries), unless unless: (i) either (1) the Company shall be the surviving or continuing entity, entity or (2) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or merger shall be an entity organized and validly existing under the laws of the United States or States, any State thereof or thereof, the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment any state which was a member state of the principal of and interest and premiumEuropean Union on December 31, 2003 (the "Surviving Entity"); (ii) the Surviving Entity, if any, expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), all rights and obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to such transaction including the assumption of the Notes, the Company or the Surviving Entity shall be able to incur at least €1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iv) immediately before and after giving effect to such transaction, including the assumption of the Notes, no Default or Event of Default occurred or exists; and (v) the Company or the Surviving Entity shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent in this Indenture relating to such transaction have been satisfied, it being understood that such Opinion of Counsel may rely as to certain matters of fact on all such Officer's Certificate. (b) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the Securities, according to their tenorterms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.15) will not, and the due and punctual performance and observance Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made assumes by supplemental indenture all of all other the obligations to of the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the CompanyGuarantor on its Guarantee; and (ii) immediately after giving effect to such consolidationtransaction, mergerno Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, saleeither (A) the Company could satisfy the provisions of Section 5.01(a)(iii) or (B) the Consolidated Fixed Charge Coverage Ratio would be greater than or equal to the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction. Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor need not comply with Section 5.01(a). (c) Notwithstanding anything in this Section 5.01 to the contrary, conveyance(i) the Company (A) may merge with an Affiliate that has no material assets or liabilities and that is incorporated or organized solely for the purpose the Company in any state of the United States, the District of Columbia or any state which was a member state of the European Union on December 31, 2003 and (B) may otherwise convert its legal form under the laws of its jurisdiction of organization, in each case, without complying with Section 5.01(a)(iii) and (ii) any transaction characterized as a merger under applicable law where each of the constituent entities survives, shall not be treated as a merger for purposes of this Section 5.01, but shall instead be treated as (x) an Asset Sale, if the result of such transaction is the transfer or lease of assets by the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entitya Restricted Subsidiary, or any sale(y) an Investment, conveyance or transfer lease if the result of all or substantially all such transaction is the acquisition of the assets of by the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedRestricted Subsidiary.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 6.4 of the Base Indenture is hereby deleted and replaced in its entirety (with respect to the Notes only and not any other series of Securities: (aSecurities issued pursuant to the Base Indenture) with the following: “The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityPerson, or sell, convey, transfer or lease all or substantially all of its assets to another entityany Person, unless unless: (ia) either the Company shall be is the continuing entity, corporation or the successorresulting, surviving or transferee or lessee entity (if other than the Company) shall Person will be a corporation organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and will expressly assume, by indenture a supplemental heretoindenture, executed and delivered to the Trustee all of the Company's obligations under the Notes and this Indenture; (b) if as a result of such transaction the Notes become exchangeable into common stock or other equity securities issued by a third party, such entity prior third party assumes or fully and unconditionally guarantees all of the Company’s obligations under the Notes and this Indenture; (c) immediately after giving effect to or simultaneously with such transaction, no Event of Default and no Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successorand, transferee or lessee entity (if other than the Company) would not be a supplemental indenture is required in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation connection with or merger into any other entitysuch transaction, or any salesuch supplemental indenture, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance comply with this Section 6.04, the and that all conditions precedent herein provided for relating to such transaction have been satisfied. The successor entity Person formed by such consolidation or into or with which the Company is merged or to which the Company is sold or successor Person 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 this Indenture with the same effect as if such successor entity Person had been named as the Company herein, ; and thereafter, except in the case of a lease, the predecessor Company shall be relieved lease of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name or substantially all of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease's assets, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities Notes. Subject to Article IX of the First Supplemental Indenture, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company. Such successor Person thereupon may cause to be signed, and may thereupon issue either in its own name or in the name of The Great Atlantic & Pacific Tea Company, any or all Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee, and upon the order of such successor Person instead of the Company and subject to all of the terms, conditions and limitations in the Indenture, the Trustee shall authenticate and shall deliver any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to a Company Order, and any Notes that such successor Person thereafter shall cause to be dissolved signed and liquidateddelivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of execution hereof. Prior to execution of any supplemental indenture pursuant to this Section, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease and any such assumption complies with the provisions of this Section.”

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this Third Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this Third Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i1) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Company under its Note Guarantee and the performance of every covenant of the Note Guarantee and this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by clause (1)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction), (A) the Company or such Surviving Entity, as the case may be, shall be able to Incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03 or (B) the Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity, as the case may be, is greater than such ratio immediately prior to such transaction; provided, however, that this clause (2) shall not be effective during any Suspension Period as described under Section 4.18; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (4) the Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided that clauses (2) and (3) above do not apply to the consolidation or merger of the Company with or into, or the sale by the Company of all or substantially all its assets to, a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into, or the sale by such Subsidiary of all or substantially all of its assets to, the Company. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The Issuer will not, and the Company will not permit the Issuer to, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer’s assets whether as an entirety or substantially as an entirety to any Person unless: (1) either (A) the Issuer shall be the surviving or continuing entity or (B) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Issuer substantially as an entirety shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Issuer to be performed or observed; (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided that clause (2) does not apply to the consolidation or merger of the Issuer with or into, or the sale by the Issuer of all or substantially all its assets to, the Company or a Wholly Owned Restricted Subsidiary or the consolidation or merger of the Company or a Wholly Owned Restricted Subsidiary with or into, the Issuer. (d) No Subsidiary Guarantor (other than any Subsidiary Guarantor whose Note Guarantee is to be released in accordance with Section 10.05 in connection with any transaction complying with the provisions of Section 4.05) will, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Subsidiary Guarantor or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets other than to the Company or any other Subsidiary Guarantor unless: (1) (A) either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia or the jurisdiction of such Subsidiary Guarantor and expressly assume, assumes by supplemental indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets obligations of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 Subsidiary Guarantor under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own nameNote Guarantee; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.and

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not merge or consolidate with or into any other entity or permit in one transaction or a merger series of any other entity into the Company or permit the Company to be merged into any other entity, or related transactions sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its assets to another entity, Property unless (i) either the entity formed by or surviving any such consolidation or merger (if the Company shall be is not the continuing surviving entity, ) or the successorPerson to which such sale, transferee assignment, transfer, lease or lessee entity conveyance is made (if other than the Company“Successor”) (A) shall be a Person (other than an individual) organized and existing under the laws of the United States of America or any a State thereof or the District of Columbia and such Person shall expressly assume, by supplemental indenture supplemental hereto, executed and delivered to the Trustee by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasePerson, the due and punctual payment of the principal of and principal, premium, if any, interest and premiumAdditional Interest, if any, on all the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other the covenants, conditions and obligations to under the Holders Notes and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; provided that if any Successor is not a corporation, there shall be a co-issuer that is a corporation and (B) shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor, (ii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person, (iii) immediately before 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, and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including without limitation, any Indebtedness Incurred or anticipated to be incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.12. In connection with any such supplemental indenture, there shall be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyancetransfer, transfer lease or lease the Company or the successorconveyance and such supplemental indenture, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of any, complies with this Indenture, and such Opinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such Successor. (b) Upon any consolidation with No Guarantor may sell or merger into any other entity, or any sale, conveyance or transfer lease otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the assets of surviving Person) another Person, other than the Company or another Guarantor, unless (i) immediately after giving effect thereto, no Default or Event of Default has occurred or is continuing and (ii) either (x) the Person acquiring the property in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not disposition or the Person formed by or surviving any such lease, consolidation or merger unconditionally assumes all the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations of that Guarantor under its Note Guarantee and covenants under this Indenture pursuant to a supplemental indenture executed and delivered to the Securities and may thereupon be dissolved and liquidatedTrustee or (y) the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.11.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this Fourth Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this Fourth Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not in a single transaction or through a series of related transactions consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityPerson, or selltransfer (by lease, conveyassignment, transfer sale or lease otherwise) all or substantially all of its Properties and assets to another entity, unless unless: (i1) either the Company shall be the continuing entityPerson, or the successor, transferee or lessee entity Person (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which all or substantially all of the properties and assets of the Company is sold are transferred (the Company or such other Person being hereinafter referred to which as the "Surviving Person") shall be a corporation organized and validly ---------------- existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of the Company under the Notes and this Indenture. (2) [Intentionally Omitted]; (3) immediately before or immediately after and giving effect to such conveyancetransaction no Default or Event of Default shall have occurred or be continuing; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or lease is made shall succeed toadoption and such supplemental indenture comply with this Article Five, that the Surviving Person agrees to be bound hereby, and be substituted forthat all conditions precedent herein provided (which, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a the Opinion of Counsel, may be limited to the condition specified in clause (1) of this Section 5.01(a)) relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the predecessor Properties and assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the Properties and assets of the Company shall be relieved deemed to be the transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power or substantially all of the Company under this Indenture, in the name properties and assets of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company . (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04c) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated[Intentionally Omitted]."

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this Second Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this Second Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or a series of related transactions, consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityinto, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets to to, another entity, unless Person or Persons unless: (i) either (A) the Company shall be the continuing entitysurvivor of such merger or consolidation or (B) the surviving Person is a corporation existing under the laws of the United States, any state thereof or the successorDistrict of Columbia and such surviving Person shall expressly assume by Supplemental Indenture all the obligations of the Company under the Notes, transferee this Indenture and the Registration Rights Agreement; (ii) immediately after giving effect to such transaction (on a pro forma basis, including any Indebtedness incurred or lessee anticipated to be incurred in connection with such transaction and the other adjustments referred to in the definition of "Consolidated Fixed Charge Coverage Ratio"), the Company or the surviving Person is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.3; (iii) immediately before and immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Indenture, that the surviving Person agrees to be bound thereby and by the Notes and the Registration Rights Agreement, and that all conditions precedent in this Indenture relating to such transaction have been satisfied including (in the case of the Officers' Certificate) the calculations required by clause (ii) above. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii) above, (a) any Restricted Subsidiary of the Company 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 that is (x) a corporation that has no material assets or liabilities and which was incorporated solely for the purpose of reincorporating the Company in another jurisdiction or (y) a Restricted Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries immediately prior to such transaction are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. (b) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.6) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor) or to which such sale, lease, conveyance or other disposition shall be have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the CompanyColumbia; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the CompanyGuarantor) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially assumes by supplemental indenture all of the assets obligations of the Guarantor on the Guarantee; (iii) immediately before and immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction on a pro forma basis (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction), the Company could satisfy the provisions of clause (ii) of the first paragraph under paragraph (a) of this Section 5.1. Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company in accordance need only comply with clause (iv) of the first paragraph under paragraph (a) of this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated5.1.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person or consummate a Delaware LLC Division (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving Person or permit the Company to be merged into any other entitysuccessor, as applicable), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i) either (A) the Company shall be the surviving or continuing entity, Person or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or divided or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a Person organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture supplemental heretoto this Indenture and by joinder to the Notes Security Documents to which the Company is a party (in form satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee and the Collateral Agent, merger, sale, conveyance, transfer or leaseas applicable, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant of the Notes and punctual performance and observance of all other obligations to the Holders this Indenture and the Trustee under this Indenture or under Notes Security Documents on the Securities part of the Company to be performed or observed by the Company; and observed; (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by Section 501(a)(i)(B)(y) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), either (x) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 407 or (y) the pro forma Consolidated Fixed Charge Coverage Ratio for the Company or such Surviving Entity and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior, and without giving pro forma effect, to such transaction; provided, however, that this clause shall not be effective during any Suspension Period as described under Section 416; (iii) immediately after giving effect to such transaction and the assumption contemplated by Section 501(a)(i)(B)(y) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if a supplemental indenture and joinder to the Notes Security Documents are required in connection with such transaction, such supplemental indenture and joinder comply with the applicable provisions of this Indenture and the Notes Security Documents and that all conditions precedent in this Indenture and the Notes Security Documents relating to such transaction have been satisfied; For purposes of the foregoing, the transfer lease (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, which properties and assets, if held by the Company instead of such Restricted Subsidiaries would constitute all or substantially all of the assets of the Company, shall be deemed to be the transfer of all or substantially all of the assets of the Company in accordance on a consolidated basis. Notwithstanding the foregoing clauses (ii) and (iii) of Section 501(a), (1) any Restricted Subsidiary may consolidate with this Section 6.04, the successor entity formed by such consolidation or merge with or into or with which wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company is merged or to which any Guarantor; (2) the Company is sold or any Guarantor may consolidate with, merge with or into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets 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 this Indenture with the same effect as if such successor entity had been named as or any Guarantor; (3) the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power consolidate with or merge with or into or wind up into an Affiliate of the Company under this Indenture, solely for the purpose of reincorporating or reorganizing the Company in the name a state of the Company, United States or in its own name; and any act or proceeding by any provision the District of this Indenture required or permitted to be done by Columbia so long as (i) the Board amount of Directors or any officer Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and (ii) the Surviving Entity complies with subclauses (x) and (y) of Section 501(a)(i)(B); (4) to the Company or any of its Subsidiaries may be done with like force and effect by the like board converted into, or officer of any entity that shall at the time be the successor reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the Company hereunder. In United States or the event District of any such sale or conveyance, but not any such lease, Columbia; and (5) the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and a Restricted Subsidiary may thereupon be dissolved and liquidatedchange its name.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not No Issuer shall, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the assets of such Issuer and its assets Restricted Subsidiaries (determined on a consolidated basis for such Issuer and its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i) either the Company (1) such Issuer shall be the surviving or continuing entity, corporation or (2) the successor, transferee or lessee entity Person (if other than such Issuer) formed by such consolidation or into which such Issuer is merged or the CompanyPerson which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of such Issuer and its Restricted Subsidiaries substantially as an entirety (for purposes of this paragraph, the "Surviving Entity") (x) shall be a corporation, partnership, trust or a limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities, this Indenture and the Registration Rights Agreement on the part of such Issuer to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), such Issuer or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.4; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(ii)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (iv) such Issuer or Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, the merger of an Issuer with an Affiliate incorporated solely for the purpose of reincorporating or similarly reorganizing such in another jurisdiction shall be permitted. (b) For purposes of the foregoing paragraph (a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of an Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of such Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Issuer. (c) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16 shall not, and NATG shall not cause or permit any Guarantor to, consolidate with or merge with or into any Person unless: (i) the entity formed by or surviving any such consolidation or merger (if other than such Guarantor) is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the CompanyColumbia; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially assumes by supplemental indenture all of the assets obligations of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants Guarantor under this Indenture and the Securitieson its Guarantee; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own namebe continuing; and (iv) immediately after giving effect to such transaction and the use of any act or proceeding by any provision net proceeds therefrom on a pro forma basis, Parent could satisfy the provisions of clause (ii) of paragraph (a) of this Indenture required Section 5.1. Any merger or permitted consolidation of a Guarantor with and into an Issuer (with such Issuer being the surviving entity) or a Guarantor that is a Wholly Owned Subsidiary of an Issuer need only comply with clause (iv) of paragraph (a) of this Section 5.1. (d) Notwithstanding anything to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described contrary in this Section 6.04) 5.1, no transaction shall be discharged from all obligations and covenants permitted under this Indenture and Section 5.1 unless after giving effect thereto, there shall be a co-issuer of the Securities that is a corporation organized and may thereupon be dissolved and liquidatedexisting under the laws of the United States or any State thereof or the District of Columbia.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The For so long as the Notes are outstanding, the Company will may not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other entity, corporation or sell, convey, convey or transfer or lease all or its properties and assets substantially all its assets as an entirety to another entityany Person, unless (i) either the Company successor Person shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be a corporation organized and existing under the laws of the United States (or any State thereof or the District of Columbia Columbia) and shall expressly assume, by indenture a supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leaseindenture, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, outstanding Notes of such series and the due and punctual performance and observance of all other obligations to every covenant in this First Supplemental Indenture on the Holders and part of the Trustee under this Indenture or under the Securities Company to be performed or observed by the Company; and observed, (ii) 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 occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease and entering into of all such supplemental indenture have been met. In case of any such consolidation, merger conveyance or substantially all of the assets of the Company in accordance with this Section 6.04transfer (other than a lease), the such successor entity formed by such consolidation or into or with which the Company is merged or corporation will succeed to which the Company is sold 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, for the Company under this Indenture as obligor on the Notes of the applicable series, with the same effect as if such successor entity it had been named in this First Supplemental Indenture as the Company herein, and thereafter, except in the case such obligor. (b) For purposes of a leasethis Section 2.12, the predecessor Company shall be relieved conveyance or transfer of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power property of one or more Subsidiaries of the Company under this Indenturewhich property, in if held by the name Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company merge with or permit the Company to be merged into any other entityinto, or sell, convey, transfer or lease all or substantially all its assets to another entityto, unless any Person, unless: (i) either the Company shall be resulting, surviving or transferee Person (the continuing entity, or the successor, transferee or lessee entity (if other than the "Successor Company") shall be a corporation, partnership, trust, limited liability company or other similar entity organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by indenture supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, mergerin form satisfactory to the Trustee, sale, conveyance, transfer or lease, all the due and punctual payment obligations of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or Company under the Securities to be performed or observed by the Company; Debentures and this Indenture; (ii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture, if any, comply with this Indenture. For purposes of this Section the sale, lease, conveyance, transfer or lease the Company or the successorassignment, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entitytransfer, or any sale, conveyance or transfer lease 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 in accordance with this Section 6.04on a consolidated basis, shall be deemed to be the successor entity formed by such consolidation transfer of all or into or with which substantially all of the properties and assets of the Company. The Successor Company is merged or to which the Company is sold or to which such conveyance, transfer or lease is made shall will 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 entity had been named as the Company hereinIndenture, and thereafterbut, except in the case of a lease, the predecessor Company shall be relieved lease of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in substantially all its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such leaseassets, the Company (or any successor entity which shall theretofore have become such in will not be released from the manner described in this Section 6.04) shall be discharged from all obligations obligation to pay the principal of and covenants under this Indenture and interest on the Securities and may thereupon be dissolved and liquidatedDebentures.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in a single transaction or series of related transactions, consolidate or merge with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, convey, transfer or lease otherwise dispose of (or permit any of its Restricted Subsidiaries to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its assets to another entity, unless Restricted Subsidiaries) unless: (i) either (A) the Company shall be the surviving or continuing entity, Person or (B) the successor, transferee or lessee entity Person (if other than the Company) shall be formed by such merger, consolidation or the purchaser of all or substantially all of the Company’s assets is a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, (the due and punctual payment of “Surviving Entity”); (ii) the principal of and interest and premiumSurviving Entity, if any, on expressly assumes by a supplemental indenture that is in form and substance satisfactory to the Trustee all rights and obligations of the SecuritiesCompany under the Notes and this Indenture and the Security Documents; (iii) immediately after giving effect to such transaction, according including the assumption of the Notes, the Company or the Surviving Entity, as the case may be, shall have a Consolidated Fixed Charge Coverage Ratio of greater than 2.0 to their tenor1.0; (iv) immediately before and after giving effect to such transaction, including the assumption of the Notes, no Default or Event of Default shall have occurred or exists; and (v) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that all requirements under this Indenture for such a transaction have been satisfied. Notwithstanding anything in this Section 5.01(a) to the contrary, (1) the Company may merge with an Affiliate that has no material assets or liabilities and that is incorporated solely for the purpose of reincorporating the Company in another state of the United States or the District of Columbia without complying with clause (iii) of the first paragraph of this covenant; and (2) any transaction characterized as a merger under applicable state law where each of the constituent entities survives, will not be treated as a merger for purposes of this Section 5.01, but instead will be treated as (a) an Asset Sale, if the result of such transaction is the transfer of assets by the Company or a Restricted Subsidiary, or (b) an Investment, if the result of such transaction is the acquisition of assets by the Company or a Restricted Subsidiary. (b) The Guarantor will not (unless its Guarantee is to be released in accordance with the terms of this Indenture in connection with any transaction that complies with Section 4.12), and the due and punctual performance and observance Company will not cause or permit the Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made assumes by supplemental indenture all of all other the obligations to of the Holders Guarantor on its Guarantee under the Indenture and the Trustee under this Indenture or under the Securities to be performed or observed by the CompanySecurity Documents; and (ii) immediately after giving effect to such consolidationtransaction, merger, sale, conveyance, transfer no Default or lease the Company Event of Default shall have occurred and be continuing. Any merger or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance Guarantor with this Section 6.04, the successor entity formed by such consolidation or and into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in with the manner described in Company being the surviving entity) need not comply with this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedclause (b).

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental heretohereto satisfactory to the Trustee, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the SecuritiesSecurities (and Coupons, if any), according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders holders and the Trustee under this Indenture or under the Securities (and Coupons, if any) to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such assets by the Company. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.0444 605, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCoupons.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer lease or lease purchase the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not not, in any single transaction or series of related transactions, merge or consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityPerson, or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any Person or group of Affiliated Persons, and the Company will not permit any of its Restricted Subsidiaries to enter into any such transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to another entityany other Person or group of Affiliated Persons, unless at the time and after giving effect thereto: (1) either (i) either if the transaction is a merger or consolidation, the Company shall be the continuing entitysurviving Person of such merger or consolidation, or (ii) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or its Restricted Subsidiaries, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia and shall, in either case, expressly assume, assume by a supplemental indenture supplemental hereto, to this Indenture executed and delivered by to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture and, in each case, this Indenture shall remain in full force and effect; (2) immediately after giving effect to such entity transaction or series of related transactions on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes an obligation of the Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) except in the case of the consolidation or merger of any Restricted Subsidiary with or into the Company or another Restricted Subsidiary, either: (A) immediately before and immediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or simultaneously transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness under Section 5.09(a); or (B) immediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Consolidated Fixed Charge Coverage Ratio of the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) will be equal to or greater than the Consolidated Fixed 72 Charge Coverage Ratio of the Company immediately before such transaction or transactions; (4) if the Company is not the continuing obligor under this Indenture, then each Subsidiary Guarantor, unless it is the Surviving Entity, shall have by supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee of the Notes shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; and (5) the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer, lease or other disposition and any supplemental indenture in respect thereof comply with the requirements under this Indenture and that the requirements of this paragraph have been satisfied. Notwithstanding the foregoing, this Section 6.01(a) shall not apply to any sale, assignment, transfer, conveyance, transfer lease or lease, other disposition of properties or assets between or among the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, Company and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this IndentureSubsidiary Guarantors. (b) Upon any consolidation Each Subsidiary Guarantor may consolidate with or merger merge into any other entity, or any sale, conveyance sell or transfer lease otherwise dispose of all or substantially all of the its properties and assets of to the Company in accordance or another Subsidiary Guarantor without limitation, except to the extent any such transaction is subject to Section 6.01(a). Each Subsidiary Guarantor may consolidate with this Section 6.04or merge into or sell all or substantially all of its properties and assets to a Person other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor); provided that (i) if the surviving Person is not the Subsidiary Guarantor, the successor entity formed by surviving Person agrees to assume such consolidation or into or with which the Company is merged or Subsidiary Guarantor’s Subsidiary Guarantee and all its obligations pursuant to which the Company is sold 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 this Indenture with (except to the same effect as if such successor entity had been named as the Company herein, and thereafter, except extent Section 11.02 would result in the case release of such Subsidiary Guarantee) and (ii) such transaction does not (x) violate Article 5 or (y) result in a lease, the predecessor Company shall be relieved Default or Event of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity Default immediately thereafter that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedis continuing.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will shall not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged merge into any other Person in a transaction in which the Company is not the surviving entity, or sell, convey, transfer or lease all or its properties and assets substantially all its assets to another entityas an entirety to, unless any Person, unless (i) either any Person formed by such consolidation or into or with which the Company shall be is merged or to whom the continuing entityCompany has conveyed, transferred or the successorleased its properties and assets substantially as an entirety is a corporation, transferee partnership, trust or lessee other entity (if other than the Company) shall be organized and validly existing under the laws of the United States British Virgin Islands, Cayman Islands or any State thereof or the District of Columbia Hong Kong and such Person expressly assume, assumes by an indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, this Indenture all the due and punctual payment obligations of the principal of Company under this Indenture and interest and premium, if any, on all the Securities, according including the obligation to their tenor, and the due and punctual performance and observance of all other obligations pay Additional Amounts with respect to the Holders and the Trustee under this Indenture any jurisdiction in which it is organized or under the Securities to be performed or observed by the Company; and resident for tax purposes; (ii) immediately after giving effect to the 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 occurred and be continuing; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of External Legal Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of and such supplemental indenture comply with this IndentureIndenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease lease, of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board of directors or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving or permit the Company to be merged into any other entitycontinuing Person), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s properties and assets (determined on a consolidated basis for the Company and its assets Restricted Subsidiaries), to another entity, unless any Person unless: (i) either either: (A) the Company shall be the surviving or continuing entitycorporation, or or (B) the successor, transferee or lessee entity Person (if other than the Company) shall formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Successor Company”): (1) will be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and Cayman Islands, and (2) will expressly assume, by supplemental indenture supplemental hereto(in form and substance satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due and punctual performance and observance of all other obligations to every covenant of the Holders Notes and the Trustee under this Indenture or under on the Securities part of the Company to be performed or observed by observed, including the Company; obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes, and the Notes and this Indenture will remain in full force and effect; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(i)(B)(2) above (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred in connection with or in respect of such transaction), the Company or such Successor Company, as the case may be: (A) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction, and (B) will be able to Incur at least US$1.00 of additional Indebtedness pursuant to Section 3.8(a); (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(i)(B)(2) above (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (iv) each Subsidiary Guarantor (including Persons that become Subsidiary Guarantors as a result of the transaction), unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this Section 4.1, has confirmed by supplemental indenture that its Subsidiary Guarantee will apply for the Obligations of the Company or the Successor Company in respect of this Indenture and the Notes; and (v) the Company or the Successor Company has delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (ii) above) and an Opinion of Counsel, each stating that the consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the transaction have been satisfied. For purposes of this Section 4.1(a), the transfer lease (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and its Restricted Subsidiaries), will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this Section 6.044.1(a), in which the Company is not the continuing corporation, the successor entity Successor Company formed by such consolidation or into or with which the Company is merged or to which the Company is sold or to which such conveyance, lease or transfer or lease is made shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor entity Successor Company had been named as such. For the avoidance of doubt, compliance with this Section 4.1(a) will not affect the obligations of the Company herein(including a Successor Company, if applicable) under Section 3.25, if applicable. (b) Each Subsidiary Guarantor will not, and thereafterthe Company will not cause or permit any Subsidiary Guarantor to, except in consolidate with or merge into, or sell or dispose of all or substantially all of its assets to (determined on a consolidated basis), any Person (other than the case Company) that is not a Subsidiary Guarantor unless no Default or Event of a lease, the predecessor Company Default shall have occurred and be continuing and: (i) such Subsidiary Guarantor shall be relieved the surviving or continuing Person, or the Person (if other than such Subsidiary Guarantor) will be the Company, another Subsidiary Guarantor or will assume all of all the obligations of such Subsidiary Guarantor in respect of its Subsidiary Guarantee by executing a supplemental indenture and covenants under providing the Trustee with an Officers’ Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale or other disposition and the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the Securitiestransaction have been satisfied, and from time such transaction is otherwise in compliance with this Indenture; (ii) immediately after giving effect to time such entity transaction and the assumption contemplated by clause (i) above (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred in connection with or in respect of such transaction), the Company or such Successor Company, as the case may exercise each and every right and power be: (A) will have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company under this Indentureimmediately prior to such transaction, and (B) will be able to Incur at least US$1.00 of additional Indebtedness pursuant to Section 3.8(a); and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (ii) above) and an Opinion of Counsel, each stating that the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if required in connection with such transaction, the name of supplemental indenture, comply with the Company, or in its own name; and any act or proceeding by any provision applicable provisions of this Indenture required and that all conditions precedent in this Indenture relating to the transaction have been satisfied; provided that this clause (b) shall not apply to any (A) sale or permitted other disposition of substantially all of such Subsidiary Guarantor’s assets made in accordance with Section 3.11 or (B) any Subsidiary Guarantor whose Subsidiary Guarantee is to be done by unconditionally released as provided under Section 10.2. The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor with and into the Board of Directors Company or any officer of other Subsidiary Guarantor, so long as the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale Subsidiary Guarantor survives such consolidation or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedmerger.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: : (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity. The Company, or any salesuccessor, conveyance transferee or transfer lease of all or substantially all lessee shall deliver to the Trustee upon the consummation of the assets proposed transaction an Officer’s Certificate and an Opinion of Counsel pursuant to Section 16.01 and stating that the Company in accordance proposed transaction complies with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and stating, if applicable, that the Securities, and from time to time such entity may exercise each and every right and power of the Company under supplemental indenture complies with this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit accept a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer sell other than for cash or lease all or substantially all its assets to another entity, or purchase all or substantially all the assets of another entity, unless (i) either the Company shall be the continuing entity, or (ii) the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after . A purchase by a Subsidiary of all or substantially all of the assets of another entity shall not be deemed to be a purchase of such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than assets by the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salesale other than for cash, or any conveyance or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person or consummate a Delaware LLC Division (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving Person or permit the Company to be merged into any other entitysuccessor, as applicable), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or divided or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture supplemental heretoto this Indenture and by joinder to the Note Security Documents to which the Company is a party (in form and substance satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant of the Notes and punctual performance and observance of all other obligations to the Holders this Indenture and the Trustee under this Indenture or under Note Security Documents on the Securities part of the Company to be performed or observed by the Company; and observed; (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by Section 501(a)(i)(B)(y) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), either (x) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 407 or (y) the pro forma Consolidated Fixed Charge Coverage Ratio for the Company or such Surviving Entity and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior, and without giving pro forma effect, to such transaction; provided, however, that this clause shall not be effective during any Suspension Period as described under Section 416; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by Section 501(a)(i)(B)(y) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if a supplemental indenture and joinder to the Note Security Documents are required in connection with such transaction, such supplemental indenture and joinder comply with the applicable provisions of this Indenture and the Note Security Documents and that all conditions precedent in this Indenture relating to such transaction have been satisfied; For purposes of the foregoing, the transfer lease (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, which properties and assets, if held by the Company instead of such Restricted Subsidiaries would constitute all or substantially all of the assets of the Company, shall be deemed to be the transfer of all or substantially all of the assets of the Company in accordance on a consolidated basis. Notwithstanding the foregoing clauses (ii) and (iii) of Section 501(a), (1) any Restricted Subsidiary may consolidate with this Section 6.04, the successor entity formed by such consolidation or merge with or into or with which wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company; (2) the Company is merged or any Guarantor may consolidate or amalgamate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to which the Company is sold 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, any Guarantor; (3) the Company under this Indenture may consolidate with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power or merge with or into or wind up into an Affiliate of the Company under this Indenture, solely for the purpose of reincorporating or reorganizing the Company in the name a state of the Company, United States or in its own name; and any act or proceeding by any provision the District of this Indenture required or permitted to be done by Columbia so long as (i) the Board amount of Directors or any officer Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and (ii) the Surviving Entity complies with subclauses (x) and (y) of Section 501(a)(i); (4) to the Company or any of its Subsidiaries may be done with like force and effect by the like board converted into, or officer of any entity that shall at the time be the successor reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the Company hereunder. In United States or the event District of any such sale or conveyance, but not any such lease, Columbia; and (5) the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and a Guarantor may thereupon be dissolved and liquidatedchange its name.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease lease, the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this IndentureIndenture and no Event of Default would have occurred and be continuing. (b) Upon any consolidation with or merger into any other entity, or any sale, conveyance conveyance, transfer or transfer lease of all or substantially all of the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 Neither of the Issuers shall consolidate with, merge with respect to any series of Securities: (a) The Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company to be merged into any other entityinto, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its of such entity’s property and assets (in one transaction or a series of related transactions) to, any Person, or permit any Person to another merge with or into such entity, unless unless: (ia) either such Issuer, as the Company case may be, shall be the continuing entityPerson, or the successor, transferee or lessee entity Person (if other than such Issuer, as the Companycase may be) formed by such consolidation or into which such Issuer, as the case may be, is merged or that acquired or leased such property and assets (the “Surviving Person”), shall be a corporation, partnership or limited liability company organized and validly existing under the laws of the United States or of America, any State state thereof or the District of Columbia Columbia, and the Surviving Person shall expressly assume, by indenture a supplemental heretoindenture, executed and delivered by such entity prior to or simultaneously with such consolidationthe Trustee, merger, sale, conveyance, transfer or lease, the due and punctual payment all of the principal of Issuers’ obligations under the Indenture and interest and premium, if any, on all the Securities, according including, but not limited to, the obligation to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture.pay Additional Amounts; (b) Upon any consolidation with immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Issuers deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating that such consolidation, merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of the assets of the Company in accordance and such supplemental indenture comply with this Section 6.04, the successor entity formed by provision and that all conditions precedent provided for herein relating to such consolidation or into or with which the Company is merged or transaction have been complied with. The Surviving Person will succeed to which the Company is sold or to which such conveyance, transfer or lease is made shall succeed to, and be substituted forfor such Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company hereincase may be, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities: (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person or consummate a Delaware LLC Division (whether or not consolidate with any other entity or permit a merger of any other entity into the Company is the surviving Person or permit the Company to be merged into any other entitysuccessor, as applicable), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to another entity, unless any Person unless: (i) either (A) the Company shall be the surviving or continuing entity, corporation or (B) the successor, transferee or lessee entity Person (if other than the Company) formed by such consolidation or into which the Company is merged or divided or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the assets of the Company and the Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental indenture supplemental heretoto this Indenture and by joinder to the Note Security Documents to which the Company is a party (in form and substance satisfactory to the Trustee), executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or leasethe Trustee, the due and punctual payment of the principal of and interest of, and premium, if any, and interest on all of the Securities, according to their tenor, Notes and the due performance of every covenant of the Notes and punctual performance and observance of all other obligations to the Holders this Indenture and the Trustee under this Indenture or under Note Security Documents on the Securities part of the Company to be performed or observed by the Company; and observed; (ii) immediately after giving effect to such transaction on a pro forma basis and the assumption contemplated by Section 501(a)(i)(B)(y) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), either (x) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 407 or (y) the pro forma Consolidated Fixed Charge Coverage Ratio for the Company or such Surviving Entity and its Restricted Subsidiaries would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior, and without giving pro forma effect, to such transaction; provided, however, that this clause shall not be effective during any Suspension Period as described under Section 416; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by Section 501(a)(i)(B)(y) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or to be released in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyanceassignment, transfer or lease the Company or the successortransfer, transferee or lessee entity (if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture. (b) Upon any consolidation with or merger into any other entity, or any salelease, conveyance or other disposition and, if a supplemental indenture and joinder to the Note Security Documents are required in connection with such transaction, such supplemental indenture and joinder comply with the applicable provisions of this Indenture and the Note Security Documents and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer lease (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, which properties and assets, if held by the Company instead of such Restricted Subsidiaries would constitute all or substantially all of the assets of the Company, shall be deemed to be the transfer of all or substantially all of the assets of the Company in accordance on a consolidated basis. Notwithstanding the foregoing clauses (ii) and (iii) of Section 501(a), (1) any Restricted Subsidiary may consolidate with this Section 6.04, the successor entity formed by such consolidation or merge with or into or with which wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company; (2) the Company is merged or any Guarantor may consolidate or amalgamate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to which the Company is sold 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, any Guarantor; (3) the Company under this Indenture may consolidate with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power or merge with or into or wind up into an Affiliate of the Company under this Indenture, solely for the purpose of reincorporating or reorganizing the Company in the name a state of the Company, United States or in its own name; and any act or proceeding by any provision the District of this Indenture required or permitted to be done by Columbia so long as (i) the Board amount of Directors or any officer Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and (ii) the Surviving Entity complies with subclauses (x) and (y) of Section 501(a)(i); (4) to the Company or any of its Subsidiaries may be done with like force and effect by the like board converted into, or officer of any entity that shall at the time be the successor reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the Company hereunder. In United States or the event District of any such sale or conveyance, but not any such lease, Columbia; and (5) the Company (or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged from all obligations and covenants under this Indenture and the Securities and a Guarantor may thereupon be dissolved and liquidatedchange its name.

Merger, Consolidation and Sale of Assets. Except as Merge or consolidate with any other Person, or sell, lease, transfer or otherwise provided as contemplated by Section 3.01 with respect dispose of all or a substantial part of its assets (including stock of any Subsidiary) to any series of SecuritiesPerson, other than: (a) The Company will not consolidate with any other entity or permit a merger sales of any other entity into the Company or permit the Company to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless (i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company) shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity (if other than the Company) would not be in Default inventory in the performance ordinary course of any covenant or condition of this Indenture.business; (b) Upon the merger or consolidation of any consolidation Subsidiary with or merger into any other entity, the Borrower or any Subsidiary Guarantor that is wholly-owned by the Borrower; (c) the sale, conveyance lease or transfer lease other disposal of all or substantially all a substantial part of its assets by a Subsidiary to the Borrower or any Subsidiary Guarantor that is wholly-owned by the Borrower; (d) the sale of Borrower's narrow fabrics business, the disposition of plant and equipment held for disposal as of the assets Agreement Date, and the disposition of the Company Borrower's hosiery plant located in accordance with this Section 6.04Robbins, North Carolina, provided the successor entity formed by such consolidation or into or with which the Company is merged or to which the Company is sold 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 this Indenture with the same effect as if such successor entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In the event Net Proceeds of any such sale or conveyancedisposition are applied as set forth in Section 5.9 of the Senior Loan Agreement, but or, if the Senior Loans have been paid in full, applied to the Term Loans to the extent that it would have been required to be applied to reduce the First Lien Senior Secured Facility; (e) the disposition of fixed assets the proceeds of which the Borrower reasonably expects to reinvest within six months in productive assets of a kind then used or useable in the business of the Borrower and that are not subject to any Lien other than Permitted Liens or Liens in favor of the Collateral Agent, for the benefit of the Secured Creditors, provided the Net Proceeds of any such leasedisposition are applied as set forth in Section 5.9 of the Senior Loan Agreement, or, if the Company Senior Loans have been paid in full, applied to the Term Loans to the extent that it would have been required to be applied to reduce the First Lien Senior Secured Facility; and (f) the disposition of other fixed assets in an aggregate amount not to exceed $1,000,000 in any fiscal year, provided the Net Proceeds of any such disposition are applied as set forth in Section 5.9 of the Senior Loan Agreement, or, if the Senior Loans have been paid in full, applied to the Term Loans to the extent that it would have been required to be applied to reduce the First Lien Senior Secured Facility. Upon the sale or other disposition of assets of the Borrower or any successor entity which shall theretofore have become such in the manner described Subsidiary as permitted in this Section 6.04) Agreement, Collateral Agent shall be discharged from all obligations execute and covenants under this Indenture and deliver to Borrower any mortgage release, UCC termination statement, or other instrument or document reasonably requested by Borrower for the Securities and may thereupon be dissolved and liquidatedrelease of the Collateral Agent's lien on such assets upon the actual sale or other disposition of such assets.