Common use of Merger, Consolidation or Sale of All or Substantially All Assets Clause in Contracts

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither Holdings nor the Borrower will, in any a single transaction or series of related transactions, consolidate or merge with or merge into any Person Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit the Borrower or any Restricted Subsidiary of the Borrower to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its properties of the Borrower’s assets (determined on a consolidated basis for the Borrower and assets the Borrower’s Restricted Subsidiaries) to any Person, unless: except that any Person may merge into, amalgamate with or consolidate with Holdings or the Borrower in a transaction in which (1i) either Holdings or the Company will Borrower, as the case may be, shall be the surviving or continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to (ii) at the Trustee, in form satisfactory to the Trustee, the due time thereof and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction (including, without limitation, giving effect to any Indebtedness incurred, acquired, or assumed and treating any indebtedness that becomes an obligation of the Company Lien granted in connection with or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time in respect of the transaction), no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and or be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any salethe transfer (by lease, assignment, transfersale or otherwise, lease in a single transaction or other conveyance series of transactions) of all or any substantially all of the properties or assets of one or more Restricted Subsidiaries of the Borrower, the Capital Stock of which constitutes all or substantially all of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary)Borrower, which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyBorrower. However, transfer of assets between or among the Borrower and its Restricted Subsidiaries will not be subject to this Section 6.07. (b) The Borrower will not permit any Restricted Subsidiary to consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person except that: (i) a Restricted Subsidiary that is a Subsidiary Guarantor may be disposed of in its entirety to another Person (other than to the Borrower or an Affiliate of the Borrower), whether through a merger, consolidation or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Subsidiary Guarantor in its entirety), if in connection therewith the Borrower provides an Officers’ Certificate to the Agent to the effect that the Borrower will comply with its obligations under Section 6.03 in respect of such disposition); (ii) any Person may consolidate or merge, amalgamate or consolidate with or into a Restricted Subsidiary, or sell all or substantially all of its assets to Restricted Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party); and (iii) any Restricted Subsidiary may merge, amalgamate or consolidate with or into any other Person in order to effect a Permitted Acquisition or other acquisition permitted by Section 6.16.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactionsshall not (1) amalgamate, consolidate with or merge into any Person other entity or sell(2) convey, assign, transfer, transfer or lease or otherwise convey all or substantially all its of the properties and assets to any Personof the Company and its Subsidiaries taken as a whole, unless: (1) either the Company will be is the continuing Person (in the case of a merger)successor entity, or the successor Person (or transferee entity, if other than the Company, is a Person (if such Person is not a corporation, then such successor or transferee will include a corporate co-issuer) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of any Permitted Jurisdiction (except if the United States, any state thereof Company determines in good faith that such requirement is not in the best interests of the Company and its Subsidiaries or the District of Columbia that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and will expressly assume, assumes by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on, on all the Outstanding Subordinated outstanding Notes and the due and punctual performance and observance of every covenant and obligation in this the Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedobserved by the Company; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3) either the Company or the successor Person will have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each Counsel stating that such amalgamation, consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII Section 5.01(a), and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of constitutes the foregoinglegal, any sale, assignment, transfer, lease or other conveyance of all or any of the properties valid and assets of one or more Subsidiaries binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such amalgamation, consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for the Company as obligor on the Notes, with the same effect as if it had been named in the Indenture as the Company. (b) No Guarantor shall amalgamate, consolidate with or merge into any other entity, unless: (1) the Company or a Guarantor is the successor entity or the successor or transferee entity, if not such Guarantor prior to such amalgamation, consolidation or merger, will be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under any other Permitted Jurisdiction, and expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee; provided, however, that the foregoing will not apply in the case of a Guarantor (i) that has been, or will be as a result of the subject transaction, disposed of in its entirety to another Person (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all an Affiliate of the Company’s properties and assets), will be deemed to be whether through an amalgamation, merger or consolidation or (ii) that, as a result of the transfer disposition of all or substantially all a portion of its Capital Stock, ceases to be a Subsidiary; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form required by the Base Indenture and stating that such amalgamation, consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Section 5.01(b) and constitutes the legal, valid and binding obligation of the properties Guarantor or successor entity, as applicable, subject to customary exceptions. (c) Notwithstanding clauses (a) and (b) above, this Section 5.01 shall not apply to an amalgamation, merger, transfer or conveyance or other disposition of assets of between or among the CompanyCompany and the Guarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of and interest on, on all the Outstanding Subordinated Notes Debt Securities and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes Debt Securities on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Article ARTICLE VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactionsmay not (i) amalgamate, consolidate with or merge into any Person other entity or sell(ii) convey, assign, transfer, transfer or lease or otherwise convey all or substantially all its of the properties and assets to any Personof the Company and its subsidiaries taken as a whole, unless: (1) either the Company will be is the continuing Person (in the case of a merger)successor entity, or the successor Person (or transferee entity, if other than the Company, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of any Permitted Jurisdiction (except if the United States, any state thereof Company determines in good faith that such requirement is not in the best interests of the Company and its Subsidiaries or the District of Columbia that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and will expressly assume, assumes by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on, on all the Outstanding Subordinated outstanding Notes and the due and punctual performance and observance of every covenant and obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedobserved by the Company; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, as defined in this Indenture, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3) either the Company or the successor Person will have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such amalgamation, consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for the foregoing provisions relating to such transaction have been complied with. For purposes of transaction, and constitutes the foregoinglegal, any sale, assignment, transfer, lease or other conveyance of all or any of the properties valid and assets of one or more Subsidiaries binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such amalgamation, consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for the Company as obligor on the Notes with the same effect as if it had been named in this Indenture as the Company. (b) No Guarantor may amalgamate, consolidate with or merge into any other entity, unless: (1) The Company or a Guarantor is the successor entity or the successor or transferee entity, if not such Guarantor prior to such consolidation or merger, shall be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of any other Permitted Jurisdiction, and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee; provided, however, that the foregoing shall not apply in the case of a Guarantor (x) that has been, or will be as a result of the subject transaction, disposed of in its entirety to another Person (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all an Affiliate of the Company’s properties and assets), will be deemed to be whether through an amalgamation, merger or consolidation or (y) that, as a result of the transfer disposition of all or substantially all a portion of its Capital Stock, ceases to be a Subsidiary; (2) immediately after giving effect to the transaction, no Event of Default, as defined in this Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such amalgamation, consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction and constitutes the legal, valid and binding obligation of the properties Guarantor or successor entity, as applicable, subject to customary exceptions. (c) Notwithstanding clauses (a) and (b) above, this Section 5.01 will not apply to an amalgamation, merger, transfer or conveyance or other disposition of assets of between or among the CompanyCompany and the Guarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, such properties or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Subordinated Notes equally and ratably with (or prior to) all indebtedness secured thereby and such encumbrances shall be deemed to be permitted by this Indenture; and (34) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction shall not consolidate or series of related transactions, consolidate merge with or merge into any Person or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease lease, convey or otherwise convey dispose of all or substantially all of its properties and or assets to in one or more related transactions to, any Person, Person unless: (1i) either the Company will be is the continuing Person (in the case of a merger), surviving corporation or the successor Person formed by or surviving any such consolidation or merger (if other than the Company) formed by or to which such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all the properties and assets of the Company disposition will be have been made is a corporation organized and or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (the Company or such Person, as the case may be, being herein called the "Successor Company"); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under this Indenture and will expressly assume, by an the Notes pursuant to a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, ; (iii) immediately after such transaction no Default or Event of Default exists; (iv) except in the due and punctual payment case of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to be performed which such sale, assignment, transfer, lease, conveyance or observed; other disposition shall have been made (2A) shall have Consolidated Net Worth immediately after giving effect the transaction equal to such transaction and treating any indebtedness that becomes an obligation or greater than the Consolidated Net Worth of the Company or any Subsidiary as a result of that immediately preceding the transaction as having been incurred by the Company or any Subsidiary and (B) shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the transactionbeginning of the applicable four-quarter period, no Event be permitted to incur at least $1.00 of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuingadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.12 hereof; and (3v) either the Company or the successor Person will have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance and, if a supplemental indenture is required in connection with such transaction, disposition and such supplemental indenture comply complies with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction Issuer may not consolidate or series of related transactions, consolidate merge with or merge into any Person or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease lease, convey or otherwise convey dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, Person unless: (1) either the Company will be Issuer is the continuing Person (in the case of a merger), surviving corporation or the successor Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) formed by or to which such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all disposition will have been made, is a Person organized or substantially all existing under the properties and assets laws of the Company will be a corporation organized and existing under jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or thereof, the District of Columbia and will expressly assumeColumbia, by an indenture or any territory thereof (or indenturessuch Person, if at such time there as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is more than one Trustee) supplemental heretonot a corporation, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment a co-obligor of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedis a corporation; (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments and the performance of the covenants and obligations of the Issuer under the Collateral Documents relating to the Notes and shall cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and treating any indebtedness that becomes an obligation related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company or any Subsidiary as a result the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or (B) the Fixed Charge Coverage Ratio for Holdings III and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Holdings III and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(e)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that transaction as having been incurred by its Guarantee shall apply to such Person’s obligations under this Indenture and the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuingNotes; and (36) either the Company or the successor Person will Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indentures, if any, comply with this Indenture. (b) The Successor Company will succeed to, and be substituted for the Issuer under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, (1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of Holdings III and its Restricted Subsidiaries is not increased thereby. (c) Holdings III may not consolidate, amalgamate or merge with or into or wind up into (whether or not Holdings III is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) Holdings III is the surviving corporation or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Holdings III) or to which such sale, assignment, transfer, lease lease, conveyance or other conveyance anddisposition will have been made, is a Person organized or existing under the laws of the jurisdiction of organization of Holdings III or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor, if other than Holdings III, expressly assumes all the obligations of Holdings III under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments and the performance of the covenants and obligations of Holdings III under the Collateral Documents relating to the Notes and shall cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (A) the Successor Guarantor or Holdings III would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or (B) the Fixed Charge Coverage Ratio for the Successor Guarantor or Holdings III, as applicable, and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Holdings III and its Restricted Subsidiaries immediately prior to such transaction; and (5) Holdings III shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures, if any, comply with this Indenture. (d) The Successor Guarantor, if other than Holdings III, will succeed to, and be substituted for Holdings III under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the clauses (3) and (4) of Section 5.01(c) hereof, (1) any Restricted Subsidiary may consolidate or amalgamate with or merge into or transfer all or part of its properties and assets to Holdings III, and (2) Holdings III may amalgamate or merge with its Affiliate solely for the purpose of reincorporating Holdings III in another jurisdiction (regardless of clause (1) of paragraph (c) above) so long as the amount of Indebtedness of Holdings III and its Restricted Subsidiaries is required not increased thereby and so long as the surviving entity (if not Holdings III) assumes all of Holdings III’s obligations under this Indenture, the Notes and its Guarantee in connection with such transactionreincorporation. (e) Subject to Section 10.06 hereof, no Guarantor (other than Parent, Holdings II and Holdings III, subject to Section 5.01(c) above) will, and Holdings III will not permit any such supplemental indenture comply Guarantor (other than Parent and Holdings II) to, consolidate, amalgamate or merge with this Article VII and that or into or wind up into (whether or not Holdings III, the Issuer or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all conditions precedent herein provided for relating or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) (A) such transaction have been complied with. For purposes of Guarantor is the foregoingsurviving corporation or the Person formed by or surviving any such consolidation, any amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease lease, conveyance or other conveyance disposition will have been made is a Person organized or existing under the laws of all the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any of territory thereof (such Person being herein called the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary“Successor Person”), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.;

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its of the properties and assets of the Company and its subsidiaries taken as a whole to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its of the properties and assets of the Company and its Subsidiaries taken as a whole to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactions, shall not consolidate with or merge into any other Person or sellconvey, assign, transfer, transfer or lease or otherwise convey all or substantially all of its properties and assets to any PersonPerson (other than a direct or indirect wholly owned Subsidiary of the Company), and the Company shall not permit any Person (other than a direct or indirect wholly owned subsidiary of the Company) to consolidate with or merge into the Company, unless: (1i) either (A) the Company will be is the continuing surviving entity or (B) the Person (in the case of a merger), formed by or the successor Person surviving any such consolidation or merger (if other than the Company) formed by or to which such consolidation conveyance, transfer or into which lease has been made (such Person, the Company “Successor Issuer”) is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation an entity organized and validly existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assumeassumes, by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of and any premium and interest on, all on the Outstanding Subordinated Notes and the due and punctual performance and or observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part covenant of the Company Indenture to be performed or observedobserved by the Company; (2ii) immediately after giving effect to such transaction and treating any indebtedness that which becomes an obligation of the Company or any Subsidiary as a result of that such transaction as having been incurred by the Company or any such Subsidiary at the time of the such transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will shall have occurred happened and be continuing; and (3iii) either the Company or the successor Person will have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing. (b) A Subsidiary Guarantor may not consolidate with or merge into any other Person or convey, any sale, assignment, transfer, transfer or lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the its properties and assets to any other Person (other than the Company or another Subsidiary Guarantor), and a Subsidiary Guarantor may not permit any other Person (other than the Company or another Subsidiary Guarantor) to consolidate with or merge into it, unless: (i) either (A) the Subsidiary Guarantor is the surviving entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such conveyance, transfer or lease has been made (such Person, the “Successor Guarantor”) is an entity organized and validly existing under the laws of the CompanyUnited States, any state thereof or the District of Columbia and expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, the Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture; (ii) immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of the Subsidiary Guarantor, any other Subsidiary or the Company as a result of such transaction as having been incurred by the Subsidiary Guarantor, such Subsidiary or the Company at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default has happened and is continuing; and (iii) The Company will have delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that Section 5.01(b) shall not apply to a transaction pursuant to which such Subsidiary Guarantor shall be released from its obligations under its Subsidiary Guarantee and this Indenture in accordance with the provisions of Article 11.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactions, Issuer may not consolidate with or merge into any Person other entity or sellconvey, assign, transfer, transfer or lease or otherwise convey all or substantially all its properties and assets substantially as an entirety to any Personentity, unless: (1) either the Company will be Issuer is the continuing Person (in the case of a merger)successor entity, or the successor Person (or transferee entity, if other than the Company) formed by such consolidation or into which the Company Issuer, is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation Person organized and existing under the laws of the United States, any state thereof or the District of Columbia Columbia, Canada, any province of Canada, Norway, Switzerland or any member state of the European Union (except if the Issuer determines in good faith that such requirement is not in the best interests of the Parent and will its Subsidiaries or that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and expressly assume, assumes by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on, on all the Outstanding Subordinated outstanding Notes and the due and punctual performance and observance of every covenant and obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedobserved by the Issuer; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3) either the Company or the successor Person will have Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Issuer or successor entity, as applicable, subject to customary exceptions. In case of any such consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for the Issuer as obligor on the Notes with the same effect as if it had been named in this Article VII Indenture as the Issuer. (b) No Guarantor may consolidate with or merge into any other entity, unless: (1) a Guarantor is the successor entity or the successor or transferee entity, if not a Guarantor prior to such consolidation or merger, and expressly assumes, by a supplemental indenture, all the obligations of such Guarantor under its Guarantee; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and (3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that all conditions precedent herein provided for such consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction have been complied with. For purposes and constitutes the legal, valid and binding obligation of the foregoingGuarantor or successor entity, any saleas applicable, assignmentsubject to customary exceptions. (c) Notwithstanding clauses (a) and (b) above, transferthis Section 5.01 will not apply to a merger, lease transfer or conveyance or other conveyance disposition of all assets between or any of among the properties Issuer and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyGuarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction (a) Parent may not consolidate or series of related transactions, consolidate merge with or merge into any Person (whether or not Parent is the surviving corporation), or sell, assign, transfer, lease lease, convey or otherwise convey dispose of all or substantially all of its properties and or assets in one or more related transactions, to any Person, another Person or entity unless: (1i) either (A) Parent is the Company will be surviving corporation or (B) the continuing Person (in the case of a merger), formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyParent) formed by or to which such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all the properties and assets of the Company will be disposition shall have been made is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assumeColumbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than Parent) or the entity or Person to which such sale, by assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Parent under the Loan Documents pursuant to an indenture (amendment, supplement or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other instrument in form and substance reasonably satisfactory to the TrusteeAdministrative Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the due and punctual payment perfection of the principal of, and interest on, all Lien created under the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes Collateral Agreements on the part of Collateral owned by or transferred to the Company to be performed or observedsurviving entity; (2iii) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation no Default or Event of Default exists; (iv) except in the case of a consolidation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the Company property and assets to a Wholly-Owned Restricted Subsidiary of Parent, Parent or the entity or Person formed by or surviving any Subsidiary as a result of that transaction as having such consolidation or merger (if other than Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been incurred by the Company or any Subsidiary made, will at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the transactionbeginning of the applicable Four Quarter Period, no Event be permitted to incur at least $1.00 of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuingadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.07(a); and (3v) either the Company or the successor Person will have delivered Parent delivers to the Trustee Administrative Agent an Officers’ Officer’s Certificate describing such transaction and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance and, if a supplemental indenture is required in connection disposition complies with such transaction, such supplemental indenture comply with the provisions of this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyAgreement.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither the Issuer nor the Parent Guarantor, in any transaction as applicable, shall consolidate or series of related transactions, consolidate merge with or merge into any Person or sell, assign, transfer, transfer or lease or otherwise convey all or substantially all of its properties and assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person, Person unless: (1) either either: (x) the Company will be Issuer or the continuing Person Parent Guarantor, as applicable, is the surviving corporation; or (y) (i) in the case of a merger)the Issuer, the Person formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyIssuer) formed by or to which such consolidation transfer or into which the Company lease, will have been made is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or thereof, the District of Columbia and will Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Entity”) expressly assumeassumes, by an indenture (pursuant to supplemental indentures or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, the due and punctual payment all obligations of the principal of, and interest on, all Issuer under the Outstanding Subordinated Notes and this Nineteenth Supplemental Indenture as if such Successor Entity were a party to this Nineteenth Supplemental Indenture; and (ii) in the due and punctual performance and observance case of every obligation in the Parent Guarantor, the Successor Entity assumes the Parent Guarantor’s obligations under this Nineteenth Supplemental Indenture and the Outstanding Subordinated Notes on the part of the Company Guarantee, as if such Successor Entity were an original party to be performed or observedthis Nineteenth Supplemental Indenture and such Guarantee; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will shall have occurred and be continuing; and; (3) either if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company Issuer or the successor Person will Parent Guarantor, as applicable, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Nineteenth Supplemental Indenture, the Issuer or the Parent Guarantor, as applicable, or such Successor Entity or Person, as the case may be, shall take such steps as shall be necessary effectively to secure all the Notes or the Guarantee, as applicable, equally and ratably with (or prior to) all indebtedness secured thereby; and, (4) the Issuer or the Parent Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture, saleif any, assignment, transfer, lease or other conveyance comply with this Nineteenth Supplemental Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture supplement shall comply with the applicable provisions of this Article VII Nineteenth Supplemental Indenture. (b) The Successor Entity shall succeed to, and that all conditions precedent herein provided be substituted for relating to such transaction have been complied withthe Issuer or the Parent Guarantor, as applicable, as the case may be, under this Nineteenth Supplemental Indenture and the Notes or the Guarantee, each as applicable. For purposes Notwithstanding clause (3) of the foregoing, Section 5.01(a) hereof, (1) any sale, assignment, transfer, lease Subsidiary may consolidate with or other conveyance of merge into or transfer all or any part of the its properties and assets of one or more Subsidiaries to the Issuer, and (2) the Issuer may merge with an Affiliate of the Company (other than to Issuer, as the Company or another Subsidiary)case may be, which, if such properties and assets were directly owned by solely for the Company, would constitute all or substantially all purpose of reincorporating the Issuer in a State of the Company’s properties and assetsUnited States or any state thereof, will be deemed to be the transfer District of all Columbia or substantially all any territory thereof so long as the amount of Indebtedness of the properties Issuer and assets of the Companyits Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactions, may not consolidate with or merge into any Person other entity or sellconvey, assign, transfer, transfer or lease or otherwise convey all or substantially all its properties and assets substantially as an entirety to any Personentity, unless: (1) either the Company will be is the continuing Person (in the case of a merger)successor entity, or the successor Person (or transferee entity, if other than the Company, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia (except if the Company determines in good faith that such requirement is not in the best interests of the Company and will its Subsidiaries or that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and expressly assume, assumes by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on, on all the Outstanding Subordinated outstanding Notes of such series and the due and punctual performance and observance of every covenant and obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedobserved by the Company; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3) either the Company or the successor Person will have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for the Company as obligor on the Notes of such series with the same effect as if it had been named in this Article VII Indenture as the Company. (b) No Guarantor may consolidate with or merge into any other entity, unless: (1) a Guarantor is the successor entity or the successor or transferee entity, if not a Guarantor prior to such consolidation or merger, shall be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States, any state thereof or the District of Columbia, and expressly assumes, by a supplemental indenture, all the obligations of such Subsidiary under its Guarantee; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that all conditions precedent herein provided for such consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction have been complied with. For purposes and constitutes the legal, valid and binding obligation of the foregoingGuarantor or successor entity, any saleas applicable, assignmentsubject to customary exceptions. (c) Notwithstanding clauses (a) and (b) above, transferthis Section 5.01 will not apply to a merger, lease transfer or conveyance or other conveyance disposition of all assets between or any of the properties and assets of one or more Subsidiaries of among the Company (other than to and the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyGuarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction or series of related transactions, may not consolidate with or merge into any Person other entity or sellconvey, assign, transfer, transfer or lease or otherwise convey all or substantially all its properties and assets substantially as an entirety to any Personentity, unless: (1) either the Company will be is the continuing Person (in the case of a merger)successor entity, or the successor Person (or transferee entity, if other than the Company, is a Person (if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia (except if the Company determines in good faith that such requirement is not in the best interests of the Company and will its Subsidiaries or that complying with such requirement would not be advisable for tax planning purposes or to improve tax efficiencies) and expressly assume, assumes by an a supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on, on all the Outstanding Subordinated outstanding Notes and the due and punctual performance and observance of every covenant and obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observedobserved by the Company; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3) either the Company or the successor Person will have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that such consolidation, merger, saleconveyance, assignment, transfer, transfer or lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction, and constitutes the legal, valid and binding obligation of the Company or successor entity, as applicable, subject to customary exceptions. In case of any such consolidation, merger, conveyance or transfer (but not lease), the successor entity will succeed to and be substituted for the Company as obligor on the Notes with the same effect as if it had been named in this Article VII Indenture as the Company. (b) No Guarantor may consolidate with or merge into any other entity, unless: (1) a Guarantor is the successor entity or the successor or transferee entity, if not a Guarantor prior to such consolidation or merger, shall be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States, any state thereof or the District of Columbia, and expressly assumes, by a supplemental indenture, all the obligations of such Subsidiary under its Guarantee; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by this Indenture and stating that all conditions precedent herein provided for such consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction have been complied with. For purposes and constitutes the legal, valid and binding obligation of the foregoingGuarantor or successor entity, any saleas applicable, assignmentsubject to customary exceptions. (c) Notwithstanding clauses (a) and (b) above, transferthis Section 5.01 will not apply to a merger, lease transfer or conveyance or other conveyance disposition of all assets between or any of the properties and assets of one or more Subsidiaries of among the Company (other than to and the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyGuarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither Holdings nor the Borrower will, in any a single transaction or series of related transactions, consolidate or merge with or merge into any Person Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit the Borrower or any Restricted Subsidiary of the Borrower to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its properties of the Borrower’s assets (determined on a consolidated basis for the Borrower and assets the Borrower’s Restricted Subsidiaries) to any Person, unless: except that any Person may merge into, amalgamate with or consolidate with Holdings or the Borrower in a transaction in which (1i) either Holdings or the Company will Borrower, as the case may be, shall be the surviving or continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to (ii) at the Trustee, in form satisfactory to the Trustee, the due time thereof and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction (including, without limitation, giving effect to any Indebtedness incurred, acquired, or assumed and treating any indebtedness that becomes an obligation of the Company Lien granted in connection with or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time in respect of the transaction), no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and or be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any salethe transfer (by lease, assignment, transfersale or otherwise, lease in a single transaction or other conveyance series of transactions) of all or any substantially all of the properties or assets of one or more Restricted Subsidiaries of the Borrower, the Capital Stock of which constitutes all or substantially all of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary)Borrower, which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyBorrower. However, transfer of assets between or among the Borrower and its Restricted Subsidiaries will not be subject to this Section 6.07. (b) The Borrower will not permit any Restricted Subsidiary to consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person except that: (i) a Restricted Subsidiary that is a Subsidiary Guarantor may be disposed of in its entirety to another Person (other than to the Borrower or an Affiliate of the Borrower), whether through a merger, consolidation or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Subsidiary Guarantor in its entirety), if in connection therewith the Borrower provides an Officers’ Certificate to the Agent to the effect that the Borrower will comply with its obligations under Section 6.03 in respect of such disposition);

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Parent or the Company will may not, in any a single transaction or series of related transactions, consolidate or merge with or merge into any Person or Person, and the Parent will not sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Parent to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the properties and assets of the Parent and its Restricted Subsidiaries, taken as a whole, to any Person, Person unless: (A) either: (1) either the Parent or the Company will shall be the surviving or continuing Person entity; or (in 2) the case of a merger), or the successor Person (if other than the Parent or the Company) formed by such consolidation or into which the Parent or the Company is merged or the Person which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all disposition the properties and assets of the Company will Parent and its Restricted Subsidiaries taken as a whole (the “Surviving Entity”): (i) shall be a corporation Person organized and validly existing under the laws of the United States, States or any state State thereof or the District of Columbia and will Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; (ii) shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental heretoindenture, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee and Collateral Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in covenant of the Notes, this Indenture and the Outstanding Subordinated Notes Security Documents on the part of the Company to be performed or observed;; and (2iii) shall take all actions necessary to cause the Second Priority Liens created by the Security Documents to continue to be duly perfected to the extent required by such agreement in accordance with all applicable law, including making all filings under the Uniform Commercial Code or otherwise that are required by applicable law in order for the Collateral Trustee to continue at all times following such transaction to have a valid, legal and perfected security interest in all the Collateral with the priority required by the Intercreditor Agreements. (B) immediately after giving effect to such transaction and treating the assumption contemplated by clause (A)(2)(ii) of this Section 5.01(a) (including giving effect to any indebtedness Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Parent or such Surviving Entity, as the case may be, shall either (a) be able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(b), or (b) the Parent and its Restricted Subsidiaries shall have a pro forma Fixed Charge Coverage Ratio that becomes an obligation would not be less than the actual Fixed Charge Coverage Ratio of the Company Parent and its Restricted Subsidiaries immediately prior to such transaction; (C) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(2)(ii) of this Section 5.01 (a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Subsidiary as a result of that transaction as having been incurred by the Company Lien granted in connection with or any Subsidiary at the time in respect of the transaction), no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and or be continuing; and (3D) either the Company or the successor Person will Surviving Entity shall have delivered to the Trustee and the Collateral Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Article VII Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with. satisfied and that the supplemental indenture and such other agreements constitute the legal, valid and binding obligation of the Surviving Entity. (b) For purposes of Section 5.01(a), the foregoing, any saletransfer (by lease, assignment, transfersale or otherwise, lease in a single transaction or other conveyance series of transactions) of all or any substantially all of the properties or assets of one or more Restricted Subsidiaries of the Parent, the Capital Stock of which constitutes all or substantially all of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary)Parent and its Restricted Subsidiaries, whichtaken as a whole, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyParent and its Restricted Subsidiaries, taken as a whole. (c) Notwithstanding the foregoing, Section 5.01 (a) shall not apply to: (i) a merger of the Parent or the Company with an Affiliate solely for the purpose of reorganizing the Parent or the Company in another jurisdiction; (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent and its Restricted Subsidiaries; or (iii) any Required Asset Sale that complies with Section 4.10.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction may not consolidate or series of related transactions, consolidate merge with or merge into any Person (whether or not the Company is the surviving entity), or sell, assign, transfer, lease lease, convey or otherwise convey dispose of all or substantially all of its properties and or assets to any Personin one or more related transactions to, unless: another corporation, Person or entity unless (1i) either the Company will be is the continuing Person (in the case of a merger), surviving corporation or entity or the successor Person formed by or surviving any such consolidation or merger (if other than the Company) formed by or to which such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all the properties and assets of the Company will be disposition shall have been made is a corporation organized and or existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, Columbia; (ii) the entity or Person formed by an indenture or surviving any such consolidation or merger (or indentures, if at such time there is more other than one Trusteethe Company) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor entity or Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that which such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance and, if disposition will have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture is required in connection with form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists; and (iv) the Company or the entity or Person formed by or surviving any such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating consolidation or merger, or to which such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease lease, conveyance or other conveyance of all disposition will have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or any of greater than the properties and assets of one or more Subsidiaries Consolidated Net Worth of the Company immediately preceding the transaction and (other than B) will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyFixed Charge Coverage Ratio test set forth in Section 4.09.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will may not, in any a single transaction or series of related transactions, consolidate or merge with or merge into any Person Person, or sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its properties of the Company’s assets (determined on a consolidated basis for the Company and assets the Company’s Restricted Subsidiaries net of any associated non-recourse or secured obligations), whether as an entirety or substantially as an entirety, to any Person, Person unless: (A) either: (1) either the Company will shall be the surviving or continuing Person entity; or (in 2) the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all disposition the properties and assets of the Company will and of the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be a corporation Person organized and validly existing under the laws of the United States, States or any state State thereof or the District of Columbia and will Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and (ii) shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental heretoindenture, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in covenant of the Notes, this Indenture and the Outstanding Subordinated Notes Registration Rights Agreement on the part of the Company to be performed or observed; (2B) immediately after giving effect to such transaction and treating the assumption contemplated by clause (A)(2)(ii) of this Section 5.01(a) (including giving effect to any indebtedness 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 either (a) be able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(b) hereof, or (b) the Company and its Restricted Subsidiaries shall have a pro forma Fixed Charge Coverage Ratio that becomes an obligation would not be less than the actual Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction; (C) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(2)(ii) of this Section 5.01 (a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Subsidiary as a result of that transaction as having been incurred by the Company Lien granted in connection with or any Subsidiary at the time in respect of the transaction), no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and or be continuing; and (3D) either the Company or the successor Person will Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Article VII Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with. satisfied. (b) For purposes of Section 5.01(a), the foregoing, any saletransfer (by lease, assignment, transfersale or otherwise, lease in a single transaction or other conveyance series of transactions) of all or any 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 one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding the foregoing, Section 5.01 (a) shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction; (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries; or (iii) any Required Asset Sale that complies with Section 4.10 hereof.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation corporation, limited liability company or partnership organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, hereto executed by such successor corporation corporation, limited liability company or partnership and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance has occurred and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply complies with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither the Issuer nor the Parent Guarantor, in any transaction as applicable, shall consolidate or series of related transactions, consolidate merge with or merge into any Person or sell, assign, transfer, transfer or lease or otherwise convey all or substantially all of its properties and assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person, Person unless: (1) either either: (x) the Company will be Issuer or the continuing Person Parent Guarantor, as applicable, is the surviving corporation; or (y) (i) in the case of a merger)the Issuer, the Person formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyIssuer) formed by or to which such consolidation sale or into which the Company lease, will have been made is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or thereof, the District of Columbia and will Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Entity”) expressly assumeassumes, by an indenture (pursuant to supplemental indentures or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, the due and punctual payment all obligations of the principal of, and interest on, all Issuer under the Outstanding Subordinated Notes and this Thirteenth Supplemental Indenture as if such Successor Entity were a party to this Thirteenth Supplemental Indenture; and (ii) in the due and punctual performance and observance case of every obligation in the Parent Guarantor, the Successor Entity assumes the Parent Guarantor’s obligations under this Thirteenth Supplemental Indenture and the Outstanding Subordinated Notes on the part of the Company Guarantee, as if such Successor Entity were an original party to be performed or observedthis Thirteenth Supplemental Indenture and such Guarantee; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will shall have occurred and be continuing; and; (3) either if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company Issuer or the successor Person will Parent Guarantor, as applicable, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Thirteenth Supplemental Indenture, the Issuer or the Parent Guarantor, as applicable, or such Successor Entity or Person, as the case may be, shall take such steps as shall be necessary effectively to secure all the Notes or the Guarantee, as applicable, equally and ratably with (or prior to) all indebtedness secured thereby; and, (4) the Issuer or the Parent Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture, saleif any, assignment, transfer, lease or other conveyance comply with this Thirteenth Supplemental Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture supplement shall comply with the applicable provisions of this Article VII Thirteenth Supplemental Indenture. (b) The Successor Entity shall succeed to, and that all conditions precedent herein provided be substituted for relating to such transaction have been complied withthe Issuer or the Parent Guarantor, as applicable, as the case may be, under this Thirteenth Supplemental Indenture and the Notes or the Guarantee, each as applicable. For purposes Notwithstanding clause (3) of the foregoing, Section 5.01(a) hereof, (1) any sale, assignment, transfer, lease Subsidiary may consolidate with or other conveyance of merge into or transfer all or any part of the its properties and assets of one or more Subsidiaries to the Issuer, and (2) the Issuer may merge with an Affiliate of the Company (other than to Issuer, as the Company or another Subsidiary)case may be, which, if such properties and assets were directly owned by solely for the Company, would constitute all or substantially all purpose of reincorporating the Issuer in a State of the Company’s properties and assetsUnited States or any state thereof, will be deemed to be the transfer District of all Columbia or substantially all any territory thereof so long as the amount of Indebtedness of the properties Issuer and assets of the Companyits Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, . lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither Parent nor any Issuer shall, in any a single transaction or series of related transactions, consolidate or merge with or merge into any Person or Person, and neither Parent nor any Issuer shall sell, assign, transfer, lease lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of Parent or such Issuer, as applicable, to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the properties and assets of Parent or such Issuer, as applicable (determined on a consolidated basis for Parent and its Restricted Subsidiaries or such Issuer and its Restricted Subsidiaries, as the case may be), taken as a whole, to any Person, Person unless: (A) either: (1) either the Company will Parent or such Issuer, as applicable, shall be the surviving or continuing Person entity; or (in 2) the case of a merger), or the successor Person (if other than the CompanyParent or such Issuer, as applicable) formed by such consolidation or into which the Company Parent or such Issuer, as applicable, is merged or the Person which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all disposition the properties and assets of Parent or such Issuer (determined on a consolidated basis for Parent and its Restricted Subsidiaries or such Issuer and its Restricted Subsidiaries, as the Company will case may be), taken as a whole (the “Surviving Entity”): (i) shall be a corporation Person organized and validly existing under the laws of the United States, States or any state State thereof or the District of Columbia and will Columbia; provided that if the Surviving Entity of such Issuer is not a corporation, there shall be a co-obligor of the Notes that is a corporation; (ii) shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental heretoindenture, executed by such successor corporation and delivered to the Trustee, (A) in form satisfactory the case of a Surviving Entity of Parent, all of the obligations of Parent under this Indenture, its Note Guarantee and the Security Documents on the part of Parent to be performed or observed or (B) in the Trusteecase of a Surviving Entity of such Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in covenant of the Notes, this Indenture and the Outstanding Subordinated Notes Security Documents on the part of the Company such Issuer to be performed or observed; and (iii) shall take all actions necessary to cause the First Priority Liens created by the Security Documents to continue to be duly perfected to the extent required by such agreement in accordance with all applicable law, including making all filings under the Uniform Commercial Code or otherwise that are required by applicable law in order for the Collateral Trustee to continue at all times following such transaction to have a valid, legal and perfected security interest in all the Collateral with the priority required by the Equal Priority Intercreditor Agreement; (2B) immediately after giving effect to such transaction and treating the assumption contemplated by clause (A)(2)(ii) of this Section 5.01(a) (including giving effect to any indebtedness that becomes an obligation Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (x) the Company Total LTV Ratio of Parent and its Restricted Subsidiaries on a pro forma basis would be either (i) no higher than 0.85 to 1.0 or (ii) no higher than the Total LTV Ratio of Parent and its Restricted Subsidiaries immediately prior to such transaction and (y) the ratio of Corporate Indebtedness of Parent and its Restricted Subsidiaries to Tangible Net Worth of Parent and its Restricted Subsidiaries on a pro forma basis would be (i) no higher than 1.50 to 1.0 or (ii) no higher than the ratio of Corporate Indebtedness of Parent and its Restricted Subsidiaries to Tangible Net Worth of Parent and its Restricted Subsidiaries immediately prior to such transaction; (C) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(2)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Subsidiary as a result of that transaction as having been Indebtedness and Acquired Indebtedness incurred by the Company or anticipated to be incurred and any Subsidiary at the time Lien granted in connection with or in respect of the transaction), no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and or be continuing; and (3D) either the Company Parent, such Issuer or the successor Person will Surviving Entity, as applicable, shall have delivered to the Trustee and the Collateral Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of this Article VII Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with. satisfied and that the supplemental indenture and such other agreements constitute the legal, valid and binding obligation of the Surviving Entity. (b) For purposes of Section 5.01(a), the foregoing, any saletransfer (by lease, assignment, transfersale or otherwise, lease in a single transaction or other conveyance series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of Parent or any Issuer, as applicable, the Capital Stock of which constitutes all or substantially all of the properties and assets of one Parent and its Restricted Subsidiaries or more Subsidiaries of the Company (other than to the Company or another Subsidiary)such Issuer and its Restricted Subsidiaries, whichas applicable, if such properties and assets were directly owned by the Companyin each case, would constitute all or substantially all of the Company’s properties and assetstaken as a whole, will shall be deemed to be the transfer of all or substantially all of the properties and assets of Parent and its Restricted Subsidiaries or such Issuer and its Restricted Subsidiaries, as applicable, taken as a whole. (c) Notwithstanding the Companyforegoing, Section 5.01 shall not apply to: (i) a merger of Parent with an Affiliate solely for the purpose of reorganizing Parent under the laws of another jurisdiction of the United States or any State thereof or the District of Columbia; (ii) any consolidation or merger by any Restricted Subsidiary of Parent (other than an Issuer) with or into, or any sale, assignment, transfer, conveyance, lease or other disposition of assets by any Restricted Subsidiary to, Parent or any of its Restricted Subsidiaries; or (iii) any Required Asset Sale that complies with Section 4.10. Any reference in this Indenture to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of, or by, a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person under this Indenture (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction (a) Parent may not consolidate or series of related transactions, consolidate merge with or merge into any Person (whether or not Parent is the surviving corporation), or sell, assign, transfer, lease lease, convey or otherwise convey dispose of all or substantially all of its properties and or assets in one or more related transactions, to any Person, another Person or entity unless: (1i) either (A) Parent is the Company will be surviving corporation or (B) the continuing Person (in the case of a merger), formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyParent) formed by or to which such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, conveyance or other conveyance all or substantially all the properties and assets of the Company will be disposition shall have been made is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assumeColumbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than Parent) or the entity or Person to which such sale, by an indenture (assignment, transfer, lease, conveyance or indenturesother disposition shall have been made assumes all the obligations of such Issuer under the Indenture Documents pursuant to a supplemental indenture, if at such time there is more than one Trustee) supplemental heretoamendment, executed by such successor corporation and delivered to the Trustee, supplement or other instrument in form and substance reasonably satisfactory to the Trustee, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the due and punctual payment perfection of the principal of, and interest on, all Lien created under the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes Collateral Agreements on the part of Collateral owned by or transferred to the Company to be performed or observedsurviving entity; (2iii) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation no Default or Event of Default exists; (iv) except in the case of a consolidation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the Company property and assets to a Wholly-Owned Restricted Subsidiary of Parent, Parent or the entity or Person formed by or surviving any Subsidiary as a result of that transaction as having such consolidation or merger (if other than Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been incurred by the Company or any Subsidiary made, will at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the transactionbeginning of the applicable Four Quarter Period, no Event be permitted to incur at least $1.00 of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuingadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (3v) either the Company or the successor Person will have delivered Parent delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease lease, conveyance or other conveyance and, if a supplemental indenture disposition complies with the provisions of this Indenture. (b) No Guarantor or Issuer other than Parent (other than any Guarantor whose Guarantee is required to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.10 hereof) shall, and Parent shall not cause or permit any Guarantor or Issuer other than Parent to, consolidate with or merge with or into any Person other than an Issuer or another Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than a Guarantor or Issuer) shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia; (ii) such entity assumes by supplemental indenture, amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor or Issuer under the Indenture Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; (iii) immediately after giving effect to such transaction, such supplemental indenture comply with this Article VII no Default or Event of Default shall have occurred and that all conditions precedent herein provided for relating be continuing; and (iv) immediately after giving effect to such transaction have been complied with. For purposes and the use of any net proceeds therefrom on a pro forma basis, the Fixed Charge Coverage Ratio of Parent would be equal to or greater than such ratio immediately prior to such transaction. (c) This Section 5.01 shall not apply to a merger of an Issuer or a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating such Issuer or such Guarantor, as the case may be, in another jurisdiction of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyUnited States.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, in any transaction Issuer may consolidate or series of related transactions, consolidate merge with or merge into any Person into, or sell, assign, transfer, transfer or lease or otherwise convey all or substantially all of its properties and assets to (whether or not the Issuer is the surviving corporation), any Person, unlessPerson if: (1) either either: (x) the Company will be Issuer is the continuing surviving corporation; or (y) the Person (in the case of a merger), formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyIssuer) formed by or to which such consolidation sale or into which the Company lease, will have been made is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or thereof, the District of Columbia and will Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Entity”) expressly assumeassumes, by an indenture (pursuant to supplemental indentures or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, the due and punctual payment all obligations of the principal of, and interest on, all Issuer under the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this First Supplemental Indenture and the Outstanding Subordinated Notes on the part of the Company as if such Successor Entity were a party to be performed or observedthis First Supplemental Indenture; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will shall have occurred and be continuing; and; (3) either if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company Issuer would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this First Supplemental Indenture, the successor Person will Issuer or such Successor Entity or Person, as the case may be, shall take such steps as shall be necessary effectively to secure all the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and, (4) the Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, saleconveyance, assignmenttransfer or lease and such supplemental indenture, transferif any, lease or other conveyance comply with this First Supplemental Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture supplement shall comply with the applicable provisions of this Article VII First Supplemental Indenture. (b) The Successor Entity shall succeed to, and that be substituted for the Issuer as the case may be, under this First Supplemental Indenture and the Notes. Notwithstanding clause (3) of Section 5.01(a) hereof, (1) any Subsidiary may consolidate with or merge into or transfer all conditions precedent herein provided or part of its properties and assets to the Issuer, and (2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for relating to such transaction have been complied with. For purposes the purpose of reincorporating the Issuer in a State of the United States or any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Subsidiaries is not increased thereby. (c) Notwithstanding the foregoing, any salethe restrictions in this Section 5.01 shall not apply in connection with the full and unconditional assumption (whether via merger, assignment, transfer, lease exchange or other conveyance of all or any otherwise) of the properties Issuer’s obligations under the Notes and assets of one or more Subsidiaries of this First Supplemental Indenture by HCA Inc. in accordance with the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Companyterms set forth in Section 5.03.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease lease, or otherwise convey all or substantially all its of the properties and assets of the Company and its Subsidiaries taken as a whole to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease lease, or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof thereof, or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, hereto executed by such successor corporation and delivered to the Trustee, Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such {N4515371.5}43 123157889v4 successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing; and (3) either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not(a) Neither the Issuer nor the Parent Guarantor, in any transaction as applicable, shall consolidate or series of related transactions, consolidate merge with or merge into any Person or sell, assign, transfer, transfer or lease or otherwise convey all or substantially all of its properties and assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person, Person unless: (1) either either: (x) the Company will be Issuer or the continuing Person Parent Guarantor, as applicable, is the surviving corporation; or (y) (i) in the case of a merger)the Issuer, the Person formed by or the successor Person surviving any such consolidation or merger (if other than the CompanyIssuer) formed by or to which such consolidation transfer or into which the Company lease, will have been made is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or thereof, the District of Columbia and will Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Entity”) expressly assumeassumes, by an indenture (pursuant to supplemental indentures or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, the due and punctual payment all obligations of the principal of, and interest on, all Issuer under the Outstanding Subordinated Notes and this Twentieth Supplemental Indenture as if such Successor Entity were a party to this Twentieth Supplemental Indenture; and (ii) in the due and punctual performance and observance case of every obligation in the Parent Guarantor, the Successor Entity assumes the Parent Guarantor’s obligations under this Twentieth Supplemental Indenture and the Outstanding Subordinated Notes on the part of the Company Guarantee, as if such Successor Entity were an original party to be performed or observedthis Twentieth Supplemental Indenture and such Guarantee; (2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, will shall have occurred and be continuing; and; (3) either if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company Issuer or the successor Person will Parent Guarantor, as applicable, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Twentieth Supplemental Indenture, the Issuer or the Parent Guarantor, as applicable, or such Successor Entity or Person, as the case may be, shall take such steps as shall be necessary effectively to secure all the Notes or the Guarantee, as applicable, equally and ratably with (or prior to) all indebtedness secured thereby; and, (4) the Issuer or the Parent Guarantor, as applicable, shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indenture, saleif any, assignment, transfer, lease or other conveyance comply with this Twentieth Supplemental Indenture and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture supplement shall comply with the applicable provisions of this Article VII Twentieth Supplemental Indenture. (b) The Successor Entity shall succeed to, and that all conditions precedent herein provided be substituted for relating to such transaction have been complied withthe Issuer or the Parent Guarantor, as applicable, as the case may be, under this Twentieth Supplemental Indenture and the Notes or the Guarantee, each as applicable. For purposes Notwithstanding clause (3) of the foregoing, Section 5.01(a) hereof, (1) any sale, assignment, transfer, lease Subsidiary may consolidate with or other conveyance of merge into or transfer all or any part of the its properties and assets of one or more Subsidiaries to the Issuer, and (2) the Issuer may merge with an Affiliate of the Company (other than to Issuer, as the Company or another Subsidiary)case may be, which, if such properties and assets were directly owned by solely for the Company, would constitute all or substantially all purpose of reincorporating the Issuer in a State of the Company’s properties and assetsUnited States or any state thereof, will be deemed to be the transfer District of all Columbia or substantially all any territory thereof so long as the amount of Indebtedness of the properties Issuer and assets of the Companyits Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of All or Substantially All Assets. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 8.01 of the Base Indenture is hereby amended and restated in its entirety as follows with respect to the Notes by this Section 6.3: (a) The Company will not, in any transaction or series of related transactions, not consolidate with or merge with or into any Person or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise convey dispose of all or substantially all its of the Company’s properties and assets assets, in one or more related transactions, to any Person, Person unless: (1i) either the Company will be the continuing resulting, surviving or transferee Person (in the case of “Successor Company”) is a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the United StatesStates of America, any state or territory thereof or the District of Columbia and will Columbia; (ii) the Successor Company (if other than the Company) expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment assumes all of the principal of, and interest on, all obligations of the Outstanding Subordinated Company under the Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company pursuant to be performed or observeda supplemental indenture; (2iii) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will Default shall have occurred and be continuing; and (3iv) either the Company or the successor Person will shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, salewinding up or disposition, assignment, transfer, lease or other conveyance andand such supplemental indenture, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article VII the Indenture. (b) The Company will be released from its obligations under the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoingSuccessor Company will succeed to, any saleand be substituted for, assignmentand may exercise every right and power of, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to under the Company or another Subsidiary)Indenture and the Notes; provided, which, if such properties and assets were directly owned by that in the Company, would constitute all or substantially all case of the Company’s properties and assets, will be deemed to be the transfer a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes. (c) For purposes of this Section 6.2, Aircraft Asset leasing in the ordinary course of business of the properties and assets Company or any of its Subsidiaries shall not be considered the leasing of “all or substantially all” of the Company’s consolidated assets.