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

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower shall be the surviving or continuing corporation or (2) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's 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 an amended subordinated credit agreement (in form and substance reasonably satisfactory to the Administrative Agent), executed and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Agreement on the part of the Borrower to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower or the Surviving Entity shall have delivered to the Administrative Agent 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 subordinated amended credit agreement is required in connection with such transaction, such amended credit agreement comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will not, in a single transaction Company shall not merge or series of related transactions, consolidate or merge with or into any Personother entity (other than a merger or consolidation of a Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, or sellconvey, assign, transfer, lease, convey lease or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: its Property unless (i) either (1) the Borrower shall be the surviving or continuing corporation or (2) the Person (if other than the Borrower) entity formed by or surviving any such consolidation or into which merger (if the Borrower Company is merged not the surviving entity) or the Person to which acquires by such sale, assignment, transfer, lease, lease or conveyance or other disposition the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety is made (the "Surviving Entity"“Successor”) (xA) shall be a corporation Person (other than an individual) organized and validly existing under the laws of the United States of America or any a State thereof or the District of Columbia and (y) such Person shall expressly assume, by an amended subordinated credit agreement (in form and substance reasonably satisfactory to the Administrative Agent), supplemental indenture executed and delivered to the Administrative AgentTrustee by such Person, the due and punctual payment of the principal ofprincipal, and premium, if any, interest and interest Additional Interest, if any, on all the Notes and the due and punctual performance and observance of all the covenants, conditions and obligations under the Notes, this Indenture, and the Registration Rights Agreement to be performed 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 Loans and any other Obligations hereunder and the performance of every covenant in this Agreement on the part of the Borrower Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to be performed or observed; one Person, (iiiii) 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 and the assumption contemplated by clause or series of transactions on a pro forma basis (i)(2)(y) above (including, including without limitation, giving effect to any Indebtedness incurred Incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted Incurred in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect series of the transactiontransactions), the Borrower Company or the Successor, as the case may be, would be able to incur Incur at least $1.00 of additional Indebtedness under pursuant to Section 6.01(xvii); and (iv) the Borrower or the Surviving Entity 4.12. In connection with any such supplemental indenture, there shall have be delivered to the Administrative Agent Trustee an Officer's Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, lease or conveyance or other disposition andand such supplemental indenture, if a subordinated amended credit agreement is required in connection any, complies with this Indenture, and such transactionOpinion of Counsel shall also state that such supplemental indenture constitutes the legal, valid and binding obligation of such amended credit agreement comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfiedSuccessor.

Merger, Consolidation and Sale of Assets. (a) The Borrower will LNR shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's LNR’s assets (determined on a consolidated basis for the Borrower LNR and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower LNR shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerLNR) formed by such consolidation or into which the Borrower LNR is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower LNR and of the Borrower's Restricted its 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower LNR to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default LNR or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than additional Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower LNR or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's Restricted its 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 state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2)(x) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 or (y) in the case of a merger or consolidation with Holdings, shall have a Consolidated Fixed Charge Coverage Ratio equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitationlimita- tion, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement hereof and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory in all respects to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, of and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before 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 in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction, and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately after giving effect to such transaction 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 in- curred incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement the Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of 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 sub- stantially 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 and the Company, if surviving, will be automatically discharged from all of its obligations under this Indenture and the Notes. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall 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 surviving entity had been named as such.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for -70- the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities and this Agreement Indenture on the part of the Borrower Company to be performed or observed; (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 4.04; (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 in- curred incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding clause (ii) and (iii) above, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. Each of BI ---------------------------------------- and the Issuer (aeach a "Constituent Entity") The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerConstituent Entity's assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower such Constituent Entity shall be the surviving or continuing corporation entity or (2) the Person or Persons (if other than the Borrowersuch Constituent Entity) formed by such consolidation or into which the Borrower such Constituent Entity is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety such Constituent Entity (the "Surviving Entity") (x) shall be a corporation Person or Persons organized and validly existing under the laws of any jurisdiction of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, (a) in the case of a transaction involving the Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in this Agreement on the part and obligation of the Borrower Issuer under the Notes and the Indenture and the Security Documents to be performed or observedobserved or (b) in the case of a transaction involving BI, the Guarantee Obligations and the other obligations of BI under the Indenture; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction)above, no Default or Event of Default shall have occurred and or be continuing; and (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower Constituent Entity or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the preceding sentence, so long as no Default or Event of Default shall have occurred or be continuing, (a) any subsidiary of BI or the Issuer may consolidate with, merge into or transfer all or part of its properties and assets to BI or the Issuer; (b) BI or the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating in another jurisdiction in the United States; and (c) the Issuer and BI may merge with or into each other.

Merger, Consolidation and Sale of Assets. (a) The Borrower will not, in a single transaction or series of related transactions, Company shall not consolidate with or merge with or into any Personother Person or, directly or indirectly, sell, lease, assign, transfer, lease, or convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's its assets (determined computed on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) basis), to another Person or group of Persons acting in concert, whether as an entirety in a single transaction or substantially as an entirety to any Person unless: through a series of related transactions, unless (i) either (1a) the Borrower shall be Company is the surviving or continuing corporation Person or (2b) the Person (if other than the Borrower) formed by such consolidation resulting, surviving, or into which the Borrower transferee entity is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's 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 States, any State thereof state thereof, or the District of Columbia Columbia, and (y) shall expressly assumeassume all of the obligations of the Company under this Indenture, the Parent Guarantee and the Security Documents by an amended subordinated credit agreement (in form appropriate documents supplemental hereto and substance reasonably satisfactory to the Administrative Agent)thereto, executed and delivered to the Administrative AgentTrustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the due Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Company immediately prior to such transaction; and punctual payment (iv) except for a consolidation or merger of the Company with or into any Wholly Owned Restricted Subsidiary (including the Issuer), the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a). For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Issuer shall not consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Issuer is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume all of the obligations of the Issuer under this Indenture and the Notes by a supplemental indenture, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Issuer immediately prior to such transaction; (iv) except for a consolidation or merger of the Issuer with or into the Company or any Wholly Owned Restricted Subsidiary, the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a); (v) the Company shall have executed and delivered to the Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligation to pay the principal of, and premium, if any, and interest on the Notes pursuant to the Parent Guarantee and to perform all of the Loans and any other Obligations its covenants hereunder and under the performance of every covenant in this Agreement on the part of the Borrower to be performed or observedParent Guarantee; (iivi) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default each Subsidiary Guarantor shall have occurred executed and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower or the Surviving Entity shall have delivered to the Administrative Agent Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligations to pay the principal of, premium, if any, and interest on the Notes pursuant to its Subsidiary Guarantee; (vii) the Trustee shall have received an Officer's Certificate and an opinion Opinion of counsel, each stating Counsel to the effect that such consolidation, merger, sale, assignment, transferconveyance, transfer or lease will not result in the Issuer being required to make any deduction for or on account of taxes from payments made under or in respect of the Notes. For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Company shall not permit or allow any Subsidiary Guarantor to consolidate with or merge with or into any other Person or, directly or indirectly, sell, lease, conveyance assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) the Person formed by or surviving any such consolidation or merger (if other disposition andthan such Subsidiary Guarantor) or the transferee entity (A) is a corporation organized and existing under the laws of the United States of America, if any state thereof, or the District of Columbia and (B) expressly assumes all the obligations of such Subsidiary Guarantor pursuant to a subordinated amended credit agreement is required supplemental indenture, in connection with a form satisfactory to the Trustee, under the Notes and this Indenture, (ii) immediately before and after giving effect to such transaction, no Default or Event of Default exists and immediately after giving effect to such amended credit agreement comply transaction, the resulting, surviving or transferee entity could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a), and (iii) such Subsidiary Guarantor or the Person formed by or surviving any such consolidation or merger or the transferee entity on a pro forma basis will have Net Worth (immediately after the transaction) equal to or greater than the Net Worth of such Subsidiary Guarantor immediately preceding the transaction; provided that, the foregoing shall not apply to a merger, consolidation, sale or other such transaction between Subsidiary Guarantors, between the Issuer and any Subsidiary Guarantor or between the Company and any Subsidiary Guarantor. In connection with any consolidation, merger, sale, lease, assignment, transfer or conveyance that is subject to the applicable provisions of this Agreement Section 5.01, the Company shall deliver to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture (or, in the case of the Company, any other supplemental document delivered pursuant to this Section 5.01) comply with this Section 5.01 and that all conditions precedent in this Agreement relating Indenture provided for in relation to such transaction have been satisfiedcomplied with.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) after the Issue Date all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, -64- lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (ii) and (iii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of its properties and assets to an Affiliate incorporated or formed solely for the purpose of either reincorporating or reforming the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired In- debtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default 66 -58- shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Holdings shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's Holdings' assets (determined on a consolidated basis for the Borrower Holdings and the Borrower's Holdings' Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Holdings shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerHoldings) formed by such consolidation or into which the Borrower Holdings is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Holdings and of the Borrower's Holdings' 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 state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities, this Indenture and the Holdings Escrow Agreement on the part of the Borrower Holdings to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default Holdings or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Holdings or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture, comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory in all respects to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, of and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before 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 in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction, and (2) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated an- ticipated to be in- curred incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement the Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and the Company, if surviving, will be automatically discharged from all of its obligations under this Indenture and the Notes. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall 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 surviving entity had been named as such.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 corporation), or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's its properties or assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety to, another corporation, Person or substantially as an entirety to any Person entity unless: (i) either (1) the Borrower shall be Company is the surviving corporation, or continuing corporation the entity or (2) the Person formed by or surviving any such consolidation or merger (if other than the BorrowerCompany) formed by or to which such consolidation or into which the Borrower is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be have been made is a corporation organized and validly or existing under the laws of the United States or States, any State state thereof or the District of Columbia Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Collateral Agreements, the Registration Rights Agreement, the Warrant Agreement, the New Intercreditor Agreements and (y) shall expressly assumeall Obligations of the Company under the Notes and this Indenture, by an amended subordinated credit agreement (pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Administrative Agent), executed and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Agreement on the part of the Borrower to be performed or observedTrustee; (iiiii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Debt incurred or anticipated expected to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the to any assumption contemplated required by clause (i)(2)(yii) above above) no Default or Event of Default exists; (includingiv) the Company or any corporation formed by or surviving any such consolidation or merger, without limitationor to which such sale, giving effect assignment, transfer, lease conveyance or other disposition will have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any Indebtedness incurred purchase accounting adjustments resulting from the transaction) equal to or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect greater than the Consolidated Net Worth of the transaction)Company immediately preceding the transaction and (B) will, at the Borrower would time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four quarter period, be able permitted to incur at least $1.00 of additional Indebtedness under pursuant to Section 6.01(xvii)4.12 of this Indenture and will have a Fixed Charge Coverage Ratio, determined on a pro forma basis, greater than or equal to the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (ivv) the Borrower Company or the Surviving Entity entity or Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is and any supplemental indenture required in connection with such transaction, such amended credit agreement transaction comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: unless (i) either (1a) the Borrower Company shall be the surviving or continuing corporation or (2b) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 States, any State state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture, and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, limitation giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person Person, unless: (i) either (1a) the Borrower Company shall be the surviving or continuing corporation or (2b) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets all or substantially all of the Borrower and of the BorrowerCompany's Restricted Subsidiaries substantially as an entirety assets (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State state thereof or the District of Columbia and (y) shall expressly assumeassumes, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative Agent), Trustee) executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, (and premium, if any, ) and interest on and Additional Amounts with respect to all of the Loans and any other Obligations hereunder Securities and the performance of every covenant of the Securities, this Indenture and any related agreement referred to herein, in this Agreement a Board Resolution or in any indenture supplemental hereto on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by provided for in clause (i)(2)(yi)(b)(y) above (includingabove, without limitationthe Company or such Surviving Entity, giving effect as the case may be, shall have a Consolidated Net Worth equal to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by provided for in clause (i)(2)(yi)(b)(y) above (includingabove, without limitation, giving effect to any Indebtedness incurred no default or anticipated to Event of Default shall have occurred and be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition anddisposition, and if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture, comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. The transfer (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 Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the assets of the Company, shall be deemed to be the transfer of all or substantially all of the assets of the Company.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's properties and assets (determined on a consolidated basis for the Borrower Company and the Borrower's its Restricted Subsidiaries) ), whether as an entirety or substantially as an entirety to any Person Person, unless: (ia) either (1i) the Borrower Company shall be the surviving or continuing corporation or (2ii) the Person (if other than the BorrowerCompany) including, without limitation, a Restricted Subsidiary, formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in this of the Notes, the Indenture, the Security Documents and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any 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 have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(ya)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (ivd) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement hereof and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of 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 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. Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Subsidiary Guarantee is to be released in accordance with the terms of the Subsidiary Guarantee and this Indenture in connection with any transaction complying with the provisions of the Indenture described under Article Five) will not, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to, any Person other than the Company or another Subsidiary Guarantor unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such disposition shall 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; (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (b) of the first paragraph of this Section 5.01. Any merger or consolidation of a Subsidiary Guarantor with and into, or disposition of all or substantially all of its properties and assets to, the Company (with the Company being the Surviving Entity) or another Subsidiary Guarantor need only comply with clause (d) of the first paragraph of this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental inden- ture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will LNR shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerLNR's assets (determined on a consolidated basis for the Borrower LNR and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower LNR shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerLNR) formed by such consolidation or into which the Borrower LNR is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower LNR and of the Borrower's Restricted its 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower LNR to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default LNR or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than additional Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower LNR or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a1) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's Company’s assets (determined on a consolidated basis for the Borrower Company and the Borrower's Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person (other than the Company or any Wholly Owned Restricted Subsidiary that is a Guarantor) unless: (iA) either (1i) with respect to such a consolidation or merger, the Borrower Company shall be the surviving or continuing corporation or (2ii) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's Company’s Restricted Subsidiaries substantially as an entirety (the "“Surviving Entity"”) (xa) 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 (yb) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (iiB) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y1)(A)(ii)(b) above of this Section 5.01 (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 pursuant to the first paragraph of clause (1) Section 4.12; (C) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(A)(ii)(b) of this Section 5.01 (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (ivD) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 entity), or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's its properties or assets (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety to, another corporation, Person or substantially as an entirety to any Person entity unless: (i) either (1) the Borrower shall be Company is the surviving entity, or continuing corporation the entity or (2) the Person formed by or surviving any such consolidation or merger (if other than the BorrowerCompany) formed by or to which such consolidation or into which the Borrower is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be have been made is a corporation organized and validly or existing under the laws of the United States or States, any State state thereof or the District of Columbia Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes and (y) shall expressly assumethis Indenture and the Registration Rights Agreement, pursuant to a supplemental indenture and any other documents or instruments requested by an amended subordinated credit agreement (the Trustee, in each case, in a form and substance reasonably satisfactory to the Administrative Agent), executed Trustee under the Notes and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Agreement on the part of the Borrower to be performed or observedIndenture; (iiiii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Debt incurred or anticipated expected to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the to any assumption contemplated required by clause (i)(2)(yii) above above) no Default or Event of Default exists; (includingiv) the Company or any entity formed by or surviving any such consolidation or merger, without limitationor to which such sale, giving effect assignment, transfer, lease conveyance or other disposition will have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any Indebtedness incurred purchase accounting adjustments resulting from the transaction) equal to or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect greater than the Consolidated Net Worth of the transaction)Company immediately preceding the transaction and (B) will, at the Borrower would time of such transaction and after giving PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four quarter period, be able permitted to incur at least $1.00 of additional Indebtedness under pursuant to Section 6.01(xvii)4.12 of this Indenture and will have a Fixed Charge Coverage Ratio, determined on a PRO FORMA basis, greater than or equal to the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (ivv) the Borrower Company or the Surviving Entity entity or Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an Opinion of Counsel (with respect to which opinion such counsel may rely solely as to matters of counselfact on an Officers' Certificate), each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is and any supplemental indenture required in connection with such transaction, such amended credit agreement transaction comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unlessunless : (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 of this Indenture; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.. (b) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Each Subsidiary Guarantor (other than any Subsidiary 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 4.15 of this Indenture) will not, 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 unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall 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; (ii) such entity assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor on the Guarantee; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (ii) of Section 5.01(a)

Merger, Consolidation and Sale of Assets. (a) The Borrower will not, in a single transaction or series of related transactions, No Guarantor shall consolidate with or merge with or into any Personother Person or, directly or indirectly, sell, lease, assign, transfer, lease, or convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's its assets (determined computed on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) basis), to another Person or group of Persons acting in concert, whether as an entirety in a single transaction or substantially as an entirety to any Person unless: through a series of related transactions, unless (i) either (1a) the Borrower shall be Guarantor is the surviving or continuing corporation Person or (2b) the Person (if other than the Borrower) formed by such consolidation resulting, surviving, or into which the Borrower transferee entity is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's 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 States, any State thereof state thereof, or the District of Columbia Columbia, and (y) shall expressly assumeassume all of the obligations of the Guarantor under this Indenture, the Guarantees and the Security Documents by an amended subordinated credit agreement (in form appropriate documents supplemental hereto and substance reasonably satisfactory to the Administrative Agent)thereto, executed and delivered to the Administrative AgentTrustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee and in either such case the priority of the Liens created by this Indenture and the Security Documents in the Collateral are unaffected; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; and (iii) immediately after giving effect to such transaction on a pro forma basis, the due Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Guarantor immediately prior to such transaction. The Issuer shall not consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) either (a) the Issuer is the continuing Person or (b) the resulting, surviving, or transferee entity is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and punctual payment shall expressly assume all of the obligations of the Issuer under this Indenture and the Senior Notes by a supplemental indenture, executed and delivered to the Trustee on or prior to the consummation of such transaction, in form satisfactory to the Trustee and in either such case the priority of the Liens created by this Indenture and the Security Documents in the Collateral are unaffected; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Net Worth of the resulting, surviving or transferee entity is at least equal to the Net Worth of the Issuer immediately prior to such transaction; (iv) except for a consolidation or merger of the Issuer with or into any Wholly-Owned Subsidiary, the resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a); (v) each Guarantor shall have executed and delivered to the Trustee, in form satisfactory to the Trustee, a supplemental indenture confirming its obligation to pay the principal of, and premium, if any, and interest on the Senior Notes pursuant to their respective Guarantees and to perform all of the Loans and any other Obligations their respective covenants hereunder and under the performance of every covenant in this Agreement on the part of the Borrower to be performed or observedGuarantees; (iivi) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default Trustee shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect received an Opinion of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower or the Surviving Entity shall have delivered Counsel to the Administrative Agent an Officer's Certificate and an opinion of counsel, each stating effect that such consolidation, merger, sale, assignment, transferconveyance, transfer or lease will not result in the Issuer being required to make any deduction for or on account of taxes from payments made under or in respect of the Senior Notes. For purposes of this Section 5.01, the Consolidated Fixed Charge Coverage Ratio shall be determined on a pro forma consolidated basis (giving effect to the transaction) for the Reference Period immediately preceding such transaction. The Issuer shall not permit or allow any Subsidiary to consolidate with or merge with or into any other Person or, directly or indirectly, sell, lease, conveyance assign, transfer, or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or through a series of related transactions, unless (i) the Person formed by or surviving any such consolidation or merger (if other disposition andthan such Subsidiary) or the transferee entity (A) is a corporation organized and existing under the laws of the United States, if any state thereof, or the District of Columbia and (B) expressly assumes all the obligations of such Subsidiary pursuant to a subordinated amended credit agreement is required supplemental indenture, in connection with a form satisfactory to the Trustee, under the Senior Notes and this Indenture, (ii) immediately before and after giving effect to such transaction, no Default or Event of Default exists and immediately after giving effect to such amended credit agreement comply transaction, the resulting, surviving or transferee entity could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12(a), and (iii) such Subsidiary or the Person formed by or surviving any such consolidation or merger or the transferee entity on a pro forma basis will have Net Worth (immediately after the transaction) equal to or greater than the Net Worth of such Subsidiary immediately preceding the transaction; provided that, the foregoing shall not apply to a merger, consolidation, sale or other such transaction between Subsidiaries and between the Issuer and any Subsidiary. In connection with any consolidation, merger, sale, lease, assignment, transfer or conveyance that is subject to the applicable provisions of this Agreement Section 5.01, the Issuer shall deliver to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction, the supplemental indenture and any other supplemental document delivered pursuant to this Section 5.01 comply with this Section 5.01 and that all conditions precedent in this Agreement relating Indenture provided for in relation to such transaction have been satisfiedcomplied with.

Merger, Consolidation and Sale of Assets. (a) The Borrower Issuer 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's assets owned directly or indirectly by the Issuer (determined on a consolidated basis for the Borrower Issuer and the Borrower's Restricted its Subsidiaries) ), whether as an entirety or substantially as an entirety to any Person unless: (ia) either (1i) the Borrower Issuer shall be the surviving or continuing corporation or (2ii) the Person (if other than the BorrowerIssuer) formed by such consolidation or into which the Borrower Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Issuer and of the Borrower's Restricted its Subsidiaries substantially as an entirety (the "Surviving EntitySURVIVING ENTITY") (x) shall be a corporation organized and validly existing under the laws of the United States or any State state thereof or the District of Columbia Columbia; and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Agreement Indenture and the Security Documents on the part of the Borrower Issuer to be performed or observed; (b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), the Issuer or such Surviving Entity, as the case may be, (i) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Issuer immediately prior to such transaction, and (ii) both (x) the Issuer's or such Surviving Entity's (calculated as if such Surviving Entity was the Issuer) as the case may be, Consolidated EBITDA Coverage Ratio is at least equal to 2.5 to 1.0; and (y) the Issuer's or such Surviving Entity's (calculated as if such Surviving Entity was the Issuer), as the case may be, Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Issuer and its Subsidiaries; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(ya)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (ivd) the Borrower Issuer or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement hereof and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Issuer. 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 assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the assets of the Issuer. Each Subsidiary Guarantor (other than any Subsidiary 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 Indenture described under this Section 5.01) will not, and the Issuer will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Issuer or another Subsidiary Guarantor that is a Wholly Owned Subsidiary unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a Person organized and existing under the laws of the United States or any state thereof or the District of Columbia (or if such Subsidiary Guarantor was formed under the laws of Canada or any province or territory thereof, such Surviving Entity shall be a Person organized and validly existing under the laws of Canada or any province or territory thereof); (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a PRO FORMA basis, the Issuer could satisfy the provisions of clause (b) of the first paragraph of this Section 5.01. Any merger or consolidation of a Subsidiary Guarantor with and into the Issuer (with the Issuer being the Surviving Entity) need only comply with clause (d) of the first paragraph of this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities and this Agreement Indenture on the part of the Borrower Company to be performed or observed; (ii) 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, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) after the Spin-Off Date all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection 107 -97- with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.03; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall not, in a single transaction or series of related transactions, consolidate or merge with or into any PersonPerson (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or 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 Borrower's Company’s assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted Company’s Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's Restricted Company’s 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premiumpremium and Additional Interest, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities and this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04 unless such transaction is solely to form a new holding company for the Company; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers’ Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture, comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 assumeassume as primary obligor, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi) (2) (y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred and be continuing; (iii) a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately before and immediately after giving effect prior to such transaction and the assumption contemplated by clause (i)(2)(y2) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would shall be able to incur at least $1.00 of additional Indebtedness under (other than Permitted Indebtedness) pursuant to Section 6.01(xvii); and (iv) the Borrower or the Surviving Entity shall have delivered to the Administrative Agent 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 subordinated amended credit agreement is required in connection with such transaction, such amended credit agreement comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied.4.12;

Merger, Consolidation and Sale of Assets. (ai) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's Restricted Subsidiaries substantially as an entirety (the "Surviving EntitySURVIVING ENTITY") (x) shall be a corporation an entity 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 an amended subordinated credit agreement assume (in form and substance reasonably satisfactory to the Administrative AgentRequired Holders), executed and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes and this Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iviii) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Holders an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is required in connection with such transaction, such amended credit agreement comply complies with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Indenture shall provide that the Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any Personinto, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Borrower's its assets to, another Person or adopt a plan of liquidation, unless (determined on a consolidated basis for the Borrower and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (ia) either (1) the Borrower Company shall be the surviving survivor of such merger or continuing corporation or (2) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower surviving Person is merged a corporation, partnership, limited liability company or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Borrower's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation trust organized and validly existing under the laws of the United States or States, any State state thereof or the District of Columbia and (y) such surviving Person shall expressly assume, by an amended subordinated credit agreement a supplemental indenture, 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 form and substance reasonably satisfactory to the Administrative Agentconnection with such transaction), executed and delivered the Company or the surviving Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the Administrative Agent"Limitation on Incurrence of Additional Indebtedness" covenant, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Agreement on the part of the Borrower to be performed or observed; (iic) immediately before and immediately after giving effect to such transaction and the assumption contemplated by of the obligations set forth in clause (i)(2)(ya) above (including, without limitation, giving effect to and the incurrence of any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the transaction)therewith, no Default or Event of Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); continuing and (ivd) the Borrower or the Surviving Entity shall have Company has delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is required in connection with 40 transfer or adoption and such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture, that the surviving Person (if other than the Company) agrees to be bound thereby and that all conditions precedent in this Agreement the Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (b), (c) and (d), any Restricted Subsidiary of the Company may consolidate with, merge into or transfer 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 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.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities and this Agreement Indenture on the part of the Borrower Company to be performed or observed; (ii) 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, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted.

Merger, Consolidation and Sale of Assets. (a) The Borrower Lessee 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 Restricted Subsidiary of Lessee to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerLessee's assets (determined on a consolidated basis for the Borrower Lessee and the BorrowerLessee's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1A) the Borrower Lessee shall be the surviving or continuing corporation or (2B) the Person (if other than the BorrowerLessee) formed by such consolidation or into which the Borrower Lessee is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Lessee and of the BorrowerLessee's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x1) 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 (y2) shall expressly assume, by an amended subordinated credit agreement (in form and substance reasonably satisfactory to assume all obligations of Lessee under the Administrative Agent), executed and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Lease Agreement on the part of the Borrower Lessee to be performed or observedobserved by Lessee; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(B)(2) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the such transaction), no Default Lessee or such Surviving Entity, as the case may be, (a) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Lessee immediately prior to such transaction, and (b) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 9.2(a); (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(B)(2) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Tranche A Default or Tranche A Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Lessee or the Surviving Entity shall have delivered to the Administrative Agent Indenture Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is required in connection with such transaction, such amended credit agreement comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, of and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Agreement Indenture [and the Registration Rights Agreement] on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (ii) and (iii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with or transfer all of its properties and assets to an Affiliate incorporated or formed solely for the purpose of either reincorporating or reforming the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in this of the Notes, the Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement 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 or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding clauses (a) (ii), (iii) and (iv), (A) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary of the Company and (B) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. SECTION 5.02.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing con- tinuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation corporation, limited liability company or similar entity 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest and Additional Interest, if any, on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes and this Agreement Indenture on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); continuing and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture, comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The foregoing provisions shall not apply to (w) any transfer of the properties or assets of a Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company, (x) any merger of a Restricted Subsidiary of the Company into the Company or (y) any merger of the Company into a Restricted Subsidiary of the Company. In addition, the requirements of clause (ii)(2) of the first paragraph of this Section 5.01 shall not apply to any merger into the Company of a Person that (i) owns more than 50% of the outstanding Common Stock of the Company and (ii) has no Indebtedness (other than any guarantees of Indebtedness of the Company and the Subsidiary Guarantors).

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: unless (i) either (1a) the Borrower Company shall be the surviving or continuing corporation or (2b) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 States, any State state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture, and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, limitation giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower Lessee 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 Restricted Subsidiary of Lessee to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerLessee's assets (determined on a consolidated basis for the Borrower Lessee and the BorrowerLessee's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1A) the Borrower Lessee shall be the surviving or continuing corporation or (2B) the Person (if other than the BorrowerLessee) formed by such consolidation or into which the Borrower Lessee is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Lessee and of the BorrowerLessee's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x1) 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 (y2) shall expressly assume, by an amended subordinated credit agreement (in form and substance reasonably satisfactory to assume all obligations of Lessee under the Administrative Agent), executed and delivered to the Administrative Agent, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder and the performance of every covenant in this Lease Agreement on the part of the Borrower Lessee to be performed or observedobserved by Lessee; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(B)(2) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the such transaction), no Default Lessee or such Surviving Entity, as the case may be, (a) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of Lessee immediately prior to such transaction, and (b) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 9.2(a); (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(B)(2) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Tranche A Default or Tranche A Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Lessee or the Surviving Entity shall have delivered to the Administrative Agent Indenture Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement is required in connection with such transaction, such amended credit agreement comply with the applicable provisions of this Agreement and that all conditions precedent in this Agreement relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower will Company shall 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey 77 -69- or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: unless (i) either either: (1a) the Borrower Company shall be the surviving or continuing corporation corporation; or (2b) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 Columbia; and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (a) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (b) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.11; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(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 anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing clauses (a)(ii), (iii) and (iv) of this Section 5.01, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its property and assets to the Company or any other Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction in the United States.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 other- 64 -57- wise 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 BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Debentures and the performance of every covenant in this of the Debentures, the Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, shall have occurred and be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied. Notwithstanding clause (ii) of the preceding sentence, (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 65 -58- with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation and Sale of Assets. (a) The Borrower Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any PersonPerson (other than the Merger), or sell, assign, transfer, lease, convey or 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 BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the BorrowerCompany's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) with respect to such a consolidation or merger, the Borrower Company shall be the 90 - 82 - surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before 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), 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 4.12; (iii) immediately after giving effect to such transaction 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 in- curred incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii); and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Com- pany and the Borrower's its Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company or a Restricted Subsidiary of the Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany or a Restricted Subsidiary of the Company) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of all or substantially all of the Borrower Company's assets determined on a consolidated basis for the Company and of the Borrower's 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Securities and the performance of every covenant in of the Securities, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.04; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred and be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to the execution of such supplemental indenture have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company (other than to a Wholly Owned Subsidiary that is a Guarantor), 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. Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer 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 surviving entity had been named as such and the Company shall be relieved of all of its Obligations and 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 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 Guarantor) or to which such sale, lease, conveyance or other disposition shall 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; (ii) such entity assumes by supplemental indenture all of the 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 be continuing; and (iv) immediately after giving effect to such transaction have been satisfiedand the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (ii) of the first paragraph of this Section 5.01. 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 Wholly Owned Restricted Subsidiary of the Company need not comply with this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's its Restricted Subsidiaries) ), whether as an entirety or substantially as an entirety to any Person unless: (ia) either (1i) the Borrower Company or such Restricted Subsidiary, as the case may be, shall be the surviving or continuing corporation or (2ii) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's 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 state thereof or the District of Columbia and (y) shall expressly assume, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in this of the Notes, the Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed; (b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(y) above (including giving effect to any 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 have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12 hereof; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), no Default shall have occurred and be continuing; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(ya)(ii)(y) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (ivd) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Certificate officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement hereof and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of 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 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. Notwithstanding the foregoing, nothing in this Section shall prohibit the merger of CGGS with and into Canadian Abraxas. Each Subsidiary Guarantor (other than any Subsidiary 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 the Indenture described under Article Five) will not, 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 another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall 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; (b) such entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (b) of the first paragraph of this covenant. Any merger or consolidation of a Subsidiary Guarantor with and into the Company (with the Company being the surviving entity) or another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary need only comply with clause (d) of the first paragraph of this Section 5.01.

Merger, Consolidation and Sale of Assets. (a) The Borrower will LNR shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerLNR's assets (determined on a consolidated basis for the Borrower LNR and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower LNR shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerLNR) formed by such consolidation or into which the Borrower LNR is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower LNR and of the Borrower's Restricted its Subsidiaries substantially as an entirety (the "Surviving EntitySURVIVING 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 an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower LNR to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default LNR or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of LNR immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than additional Permitted Indebtedness) pursuant to SECTION 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower LNR or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a1) The Borrower will Company shall 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 Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1a) the Borrower Company shall be the surviving or continuing corporation or (2b) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the Borrower's Restricted its 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 an amended subordinated credit agreement Supplemental Indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes and this Agreement Supplemental Indenture on the part of the Borrower Company to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi)(b)(y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (a) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (b) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than additional Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction 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 and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officer's Officers' Certificate and an opinion Opinion of counselCounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement Supplemental Indenture is required in connection with such transaction, such amended credit agreement Supplemental Indenture comply with the applicable provisions of this Agreement Supplemental Indenture and that all conditions precedent in this Agreement Supplemental Indenture relating to such transaction have been satisfied.

Merger, Consolidation and Sale of Assets. (a) The Borrower 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 Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the BorrowerCompany's assets (determined on a consolidated basis for the Borrower Company and the Borrower's Restricted its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (i) either (1) the Borrower Company shall be the surviving or continuing corporation or (2) the Person (if other than the BorrowerCompany) formed by such consolidation or into which the Borrower Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower Company and of the BorrowerCompany's 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 or the federal laws of Canada or any province thereof and (y) shall expressly assumeassume as primary obligor, by an amended subordinated credit agreement supplemental indenture (in form and substance reasonably satisfactory to the Administrative AgentTrustee), executed and delivered to the Administrative AgentTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Loans and any other Obligations hereunder Notes and the performance of every covenant in of the Notes, this Indenture and the Registration Rights Agreement on the part of the Borrower Company to be performed or observed, as the case may be; (ii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi) (2) (y) above (including, without limitation, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be in- curred and any Lien granted or anticipated to be granted incurred in connection with or in respect of the such transaction), no Default the Company or such Surviving Entity, as the case may be, (1) shall have occurred a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (2) shall be continuingable to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(yi) (2) (y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted or anticipated to be granted in connection with or in respect of the transaction), the Borrower would no Default or Event of Default shall have occurred or be able to incur $1.00 of additional Indebtedness under Section 6.01(xvii)continuing; and (iv) the Borrower Company or the Surviving Entity Entity, as the case may be, shall have delivered to the Administrative Agent Trustee an Officerofficer's Certificate certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a subordinated amended credit agreement supplemental indenture is required in connection with such transaction, such amended credit agreement supplemental indenture comply with the applicable provisions of this Agreement Indenture and that all conditions precedent in this Agreement Indenture relating to such transaction have been satisfied.