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

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will SECTION 5.01. WHEN LORAL SPACE MAY MERGE, CONSOLIDATE OR SELL ASSETS. (a) Loral Space shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1x) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Loral Space is the surviving corporation); or or (2y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Loral Space and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) the Company or such Restricted Subsidiary either: (A) Loral Space is the surviving corporation corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyLoral Space) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized 27 or existing under the laws of Bermuda, the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryLoral Space) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary Loral Space under the Notes and this Indenture Guaranty pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, transaction no Default or Event of Loral Space Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company (4) Loral Space or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made (if other than the Company), Loral Space): (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Loral Space immediately preceding the transaction. ; and (B) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period or balance sheet date, as applicable, be permitted to incur at least $1.00 of additional Indebtedness pursuant to at least one of the tests set forth in the proviso to paragraph (a) of Section 4.05. (b) In addition, the Company will Loral Space shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (c) When a successor corporation, trustee, paying agent or registrar assumes all of the obligations of its predecessor under the Notes, the Indenture and this Guaranty, the predecessor shall be released from those obligations. (d) This Section 5.01 shall not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Loral Space and any of its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (a) either (i1) the Company or such Restricted Subsidiary is the surviving corporation or (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. ; provided that if the Company or such other Person is not a corporation, a Restricted Subsidiary of the Company that is a party to such transaction, corporation shall assume by supplemental indenture all obligations of the Company under the Notes and the Indenture as a co-issuer of the Notes; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this the Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; C. (c) immediately after such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. d) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (b) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the transaction. In additionprior to such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (e) the Company will notshall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or disposition and will not permit any of its Restricted Subsidiaries tosuch supplemental indenture (if any) comply with the Indenture; provided, directly or indirectlyhowever, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will that (i) this Section 5.01 shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are Guarantorsand (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (I) with or into one of its Restricted Subsidiaries for any purpose or (II) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the Company immediately preceding applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the transactionFixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of the Guarantors. Notwithstanding anything in this Indenture, a Restricted Subsidiary may consolidate with, merge into or convey, lease, sell, assign, transfer or otherwise dispose of all or part of its properties and assets to the Company or a Restricted Subsidiaries that are GuarantorsSubsidiary; and the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction in the United States to realize tax or other benefits.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any Neither of its Restricted Subsidiaries tothe Issuers may, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: A. if the Company or (1) either: (a) such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary Issuer is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that if the Person formed by or surviving any such consolidation or merger with either Issuer is a limited liability company or a Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes); (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing assumes all the obligations of the Company under the laws of Notes and this Indenture pursuant to agreements reasonably satisfactory to the United States, any state of the United States or the District of ColumbiaTrustee; B. if (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or Company) will, on the date of such Restricted Subsidiary) or transaction after giving pro forma effect thereto and any related financing transactions as if the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all same had occurred at the obligations beginning of the Company or such Restricted Subsidiary under the Notes and this Indenture applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to agreements reasonably satisfactory to the Trustee; C. Leverage Ratio test set forth in the first paragraph of Section 4.10 or (b) have a Leverage Ratio immediately after such transaction, no Default or Event of Default exists; D. except giving effect to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or no greater than the Consolidated Net Worth of the Company Leverage Ratio immediately preceding the transactionprior to such consolidation or merger. In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . This Section 5.01 shall not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries that are GuarantorsWholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1i) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2ii) directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if such Person is not a corporation, such Person immediately causes a Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia to be added as a co-issuer of the Notes under this Supplemental Indenture; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all shall expressly assume, by a supplemental indenture, executed and delivered to the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements Trustee in form reasonably satisfactory to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of this Supplemental Indenture on the part of the Company to be performed or observed; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition is has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (if other than a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company), will Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof or (b) have Consolidated Net Worth immediately after the transaction equal a Debt to or Cash Flow Ratio no greater than the Consolidated Net Worth Debt to Cash Flow Ratio of the Company immediately preceding the prior to such transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 This Section 5.01 will not apply to, and the Company is expressly permitted under this Section 5.01 to effect: (1) a merger of the Company with a direct or a Restricted indirect Subsidiary of the Company with an Affiliate Parent solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (1) either (iA) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, transaction no Default or Event of Default exists; D. (4) except with respect to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of transaction solely between the Company and its Restricted Subsidiariesa Guarantor, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition is has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if other than the Company), will any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personbeen complied with. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture Indenture, pursuant to a supplemental indenture or other agreements reasonably satisfactory to the Trustee; C. (3) immediately after giving effect to such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (if other than i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company), will Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09(a) or (ii) (A) would have a Consolidated Net Worth immediately after the transaction equal to or Coverage Ratio greater than the Consolidated Net Worth Coverage Ratio of the Company immediately preceding prior to such transaction and without taking into account such transaction and any related financing transactions and (B) has received and delivered to the transaction. Trustee letters from Moody's and S&P stating that the Notes, after giving effect to xxxx xransaction and any related financing transactions, will be rated at least "Ba1" and "BB+" by such agencies, respectively; and (5) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. (b) In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: prohibit (1i) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any Guarantor, (ii) any Restricted Subsidiary from consolidating with, merging into or transferring all or part of its Restricted Subsidiaries that are Guarantorsassets to the Company or any Guarantor, or (iii) the Company from merging with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding paragraph in which the Company is not the surviving Person and the surviving Person is to assume all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, such surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company, and the Company would be discharged from its obligations under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any (a) Neither of its Restricted Subsidiaries tothe Issuers may, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporationentity); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Sunoco LP and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or (1) either: (A) such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary Issuer is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Sunoco LP is not a corporation; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture hereto; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to (4) in the extent waived by the FCC or as would case of a transaction involving Sunoco LP and not have a material adverse effect on the condition (financial or otherwise)Finance Corp., results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company Sunoco LP or the Person formed by or surviving any such consolidation or merger (if other than Sunoco LP), or to which such sale, assignment, transfer, lease, conveyance or other disposition is made has been made, will, either: (A) be, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, not less than the Fixed Charge Coverage Ratio of Sunoco LP immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture and all conditions precedent therein relating to such transaction have been satisfied; provided that clauses (3) and (4) shall not apply to any sale of assets of a Restricted Subsidiary to Sunoco LP or another Restricted Subsidiary or the merger or consolidation of a Restricted Subsidiary into any Restricted Subsidiary or Sunoco LP. (b) Notwithstanding Section 5.01(a), Sunoco LP is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: (1) the reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or otherwise) of Sunoco LP into a form of entity other than a limited partnership formed under Delaware law; (2) the Company)entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, will have Consolidated Net Worth any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of Sunoco LP under the Notes and this Indenture pursuant to a supplemental indenture hereto; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the transaction equal Holders of Notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered materially adverse to or greater than the Consolidated Net Worth Holders of the Company immediately preceding Notes solely because the transaction. In additionsuccessor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, the Company will notas amended, and will or any similar state or local law). (c) A Guarantor may not permit any sell or otherwise dispose of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any saleconsolidate with or merge with or into (whether or not such Guarantor is the surviving Person), assignmentanother Person, transferother than the Issuers or another Guarantor, conveyance, lease or other disposition of assets between or among the Company except as permitted by Sections 10.04 and its Restricted Subsidiaries that are Guarantors10.05 hereof.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (if other than i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company), will Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (ii) have Consolidated Net Worth immediately after the transaction a Fixed Charge Coverage Ratio equal to or greater than the Consolidated Net Worth Company’s Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions; and (5) such transaction will not result in the loss or impairment of any gaming or other license necessary for the continued conduct of operations of the Company or any Restricted Subsidiary as conducted immediately preceding the prior to such transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries that are Guarantorsfor any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate consolidate, merge or merge reorganize with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (a) either: (i) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of Mexico, a member of the European Union or the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made expressly assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements satisfactory to the Trustee; (c) immediately after such transaction, no Default or Event of Default exists; (d) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all would, on the obligations date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable two-quarter period, (i) be permitted to incur at least U.S.$1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof or (ii) have a Leverage Ratio no greater than the Leverage Ratio of the Company or immediately prior to giving effect to such Restricted Subsidiary under transaction; (e) the Notes Company shall have delivered to the Trustee an Officers’ Certificate and this Indenture pursuant to agreements reasonably an Opinion of Counsel in the relevant jurisdictions, each stating, in the form and substance satisfactory to the Trustee; C. immediately after , that such consolidation, merger or transfer and the agreements referred to in clause (b) of this Section 5.01 comply with this Indenture (provided that such Opinions of Counsel may assume, among other things, the satisfaction of all financial ratios in connection with such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company will and any Guarantor shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Guarantor is the surviving corporation); or (2) , or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, Person unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either : (i) the Company or such Restricted Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryGuarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary Guarantor under the Registration Rights Agreement, the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; C. ; (iii) immediately after such transaction, transaction no Default or Event of Default exists; D. ; and (iv) except to in the extent waived by the FCC or as would not have case of a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects merger of the Company and its or a Guarantor with or into a Wholly Owned Restricted Subsidiaries, taken as a whole, Subsidiary of the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyanceor a Guarantor, or other disposition; and E. the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made (if other than the Company)will, will have Consolidated Net Worth immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the transaction equal same had occurred at the beginning of the applicable four-quarter period, be permitted to or greater than incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Worth Coverage Ratio test set forth in the first paragraph of the Company immediately preceding the transactionSection 4.09 hereof. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . The provisions of this Section 5.01 shall not apply to: (1) be applicable to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are the Guarantors.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. . This Section 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will (a) Suburban Propane shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Suburban Propane is the surviving corporationPerson); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Suburban Propane and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary Suburban Propane is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than Suburban Propane) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiarySuburban Propane) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture Suburban Propane pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture; C. (iii) immediately after such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company (iv) Suburban Propane or the such other Person formed by or surviving any such consolidation or merger merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition is shall have been made (if other than the Company), A) will have Consolidated Net Worth [ ] (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth [ ] of the Company Suburban Propane immediately preceding the transaction. In additiontransaction and (B) will, at the Company will not, time of such transaction and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all after giving pro forma effect thereto as if such transaction had occurred at the beginning of the properties and assets applicable Four-Quarter Period, be permitted to incur any Indebtedness as may be set forth in a supplemental indenture in respect of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to issuance of any other Personseries of Securities. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Following the Non-Cash Pay Period, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is made has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (if other than a) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company)Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, will or (b) would have Consolidated Net Worth immediately after the transaction equal to or a Fixed Charge Coverage Ratio greater than the Consolidated Net Worth of actual Fixed Charge Coverage Ratio for the Company immediately preceding the prior to such transaction. In addition, following the Non-Cash Pay Period the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and one or more Guarantors. In addition, clauses (3) and (4) of this Section 6.01 will not apply to any merger or consolidation of the Company (a) with or into one of its Restricted Subsidiaries that are Guarantorsfor any purpose or (b) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made (the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if (2) the Successor Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; C. (3) the Successor Company shall take such action (or agree to take such action) and deliver such agreements, instruments, or documents as may be necessary or appropriate to cause any property or assets that constitute Collateral owned by or transferred to the Successor Company to be subject to the Liens of the Collateral Agent in the manner and to the extent required under the Collateral Documents; (4) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 5) the Company or the Person formed by Successor Company would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or surviving any (b) have a Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio immediately prior to such consolidation or merger or transactions; and (6) the Company shall have delivered to which the Trustee (i) an Officers’ Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger, sale, assignment, transfer, conveyance or other disposition is made and the agreements, instruments or documents required by Sections 5.01(a)(2) and (if 3) (including any supplemental indentures) comply with this Indenture and the other than Notes Documents and (y) the Company)agreements, will have Consolidated Net Worth immediately after the transaction equal to instruments or greater than the Consolidated Net Worth documents required by Section 5.01(a)(2) and (3) (including any supplemental indentures) constitute legal, valid and binding obligations of the Company immediately preceding or Successor Company (as appropriate) and the transactionGuarantors, enforceable (subject to customary exceptions) in accordance with their terms, and (ii) if applicable, any documentation and other information about the Successor Company reasonably requested in writing by the Trustee that the Trustee shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 (b) Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Company, the Guarantors and its Restricted Subsidiaries that are GuarantorsImmaterial Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey convey, lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (1) either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;; and C. (3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Company or any Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred at the time of such transaction), no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, in the Company will not, and will not permit case of any lease of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of its properties or assets (other than to an unaffiliated operator in the properties and assets ordinary course of the Company and its Restricted Subsidiaries taken as a wholebusiness), in one or more related transactions, to any other Person. 6.01 Person the terms of the lease must be reasonably acceptable to the Trustee or to Holders of a majority in principal amount of the Securities. This Section 5.01 will not apply to: : (1i) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are GuarantorsSubsidiaries; (ii) a sale or transfer of assets from a Guarantor to the Issuer; or (iii) a consolidation or merger of a Guarantor with or into the Issuer.

Merger, Consolidation or Sale of Assets. The (a) Any New Parent will not and the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not any such New Parent or the Company or such Restricted Subsidiary Company, as the case may be, is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of either (a) the Company and its Restricted Subsidiaries taken as a whole or (b) any such New Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if (1) either: (A) such New Parent is the Company or Surviving Corporation in a transaction with such Restricted Subsidiary is a party to such transactionNew Parent, either (iB) the Company or such Restricted Subsidiary is the surviving corporation in a transaction with the Company; or (iiC) the Person formed by or surviving any such consolidation or merger (if other than such New Parent or the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person formed by or surviving any such consolidation or merger or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made is not a corporation and Capital would not then be a co-issuer of the Notes, such Person causes a corporation to co-issue the Notes in the same way as Capital will do so on the Issue Date and causes such corporation to enter into the covenant under Section 4.09; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than such New Parent or the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture and an amendment thereto, respectively; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) such New Parent, the Company or the Person Person, as the case may be, formed by or surviving any such consolidation or merger (if other than such New Parent or the Company, as the case may be), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the Company immediately preceding applicable four-quarter period, be permitted to incur at least $ 1.00 of additional Indebtedness pursuant to the transaction. Fixed Charge Coverage Ratio test set forth in Section 4.14(a) hereof. (b) In addition, neither any such New Parent nor the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to(c) This Section 5.01: (1) will not apply to a merger of the Company any such New Parent or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating such New Parent or the Company Company, as the case may be, in another jurisdiction; or; (2) will not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among any such New Parent, the Company and its their Restricted Subsidiaries that are Guarantorsor between or among Restricted Subsidiaries; and (3) will apply, for the avoidance of doubt, to a sale, assignment, transfer, conveyance or other disposition of the Equity Interests of the Company by any such New Parent, other than to another New parent.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person or consummate a Division as the Dividing Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationPerson); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) Either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period; (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture; or (B) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth actual Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, the . (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (c) Clauses (3) and (4) of Section 5.01(a) of this Indenture shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or; (2) 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 that are Guarantorsor, so long as the Company is a surviving Person and any other surviving Person is a Restricted Subsidiary of the Company, any Division of the Company as the Dividing Person; and (3) transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. The Company None of Holdings, CyrusOne GP nor either of the Issuers will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assignconvey, transfer, convey lease or otherwise dispose (collectively, a “transfer”) of all or substantially all of the properties its property and assets (as an entirety or assets of the Company and its Restricted Subsidiaries taken as a whole, substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Personmerge with or into Holdings, CyrusOne GP or an Issuer unless: A. if the Company (1) Holdings, CyrusOne GP or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary Issuer is the surviving corporation continuing Person, or (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings, CyrusOne GP or such Issuer) formed by such consolidation or to into which Holdings, CyrusOne GP or such saleIssuer is merged or that acquired or leased such property and assets of Holdings, assignment, transfer, conveyance CyrusOne GP or other disposition has been made such Issuer is a corporation an entity organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings, CyrusOne GP or such Issuer on the Notes, the Note Guarantees and under this Indenture and the Registration Rights Agreement; provided, however, that the Co-Issuer may not consolidate or merge with or into any Person other than a corporation satisfying such requirements so long as the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteeis not a corporation; C. (2) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing: D. except to (3) in the extent waived by the FCC case of a transaction involving Holdings, CyrusOne GP or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiariesnot the Co-Issuer, taken as immediately after giving effect to such transaction on a wholePro Forma Basis, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyanceCompany, or other disposition; and E. any Person becoming the Company successor obligor of the Notes, as the case may be, (A) could Incur at least $1.00 of Indebtedness in compliance with Section 4.09(a) or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition (B) has a Leverage Ratio that is made (if other no higher than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Leverage Ratio of the Company immediately preceding before giving effect to the transaction. In addition, the Company will not, transaction and any related Incurrence of Indebtedness; provided that this clause (3) will not permit any apply to (i) a consolidation or merger of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of Restricted Subsidiaries with or into the Company or a Restricted Subsidiary (ii) any merger effected solely to change the state of domicile of Holdings, CyrusOne GP or the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCompany; orand (24) any consolidation Holdings, CyrusOne GP or mergersuch Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company transfer and its Restricted Subsidiaries such supplemental indenture complies with this provision and that are Guarantorsall conditions precedent provided for herein relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any None of its Restricted Subsidiaries tothe Issuers or the Parent may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not such Issuer or the Company or such Restricted Subsidiary Parent is the surviving corporationsurvivor); or , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (a) either (i1) such Issuer or the Company or such Restricted Subsidiary Parent, as applicable, is the surviving corporation survivor or (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; B. (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Company Parent, as applicable) or the Person to which such Restricted Subsidiary is sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer or the Parent, as applicable, under the Notes, this Indenture and the Parent’s Guarantee of the Notes, if applicable, pursuant to a party supplemental indenture or other agreements reasonably satisfactory to the Trustee; (c) immediately after such transactiontransaction no Default or Event of Default exists; (d) in the case of a transaction involving the Parent, either; (1) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Company Parent), or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will, on the obligations date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Company or such Restricted Subsidiary under the Notes and this Indenture applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to agreements reasonably satisfactory to the Trustee;Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 5.09 hereof; or C. (2) immediately after giving effect to such transaction, no Default or Event of Default exists; D. except to transaction on a pro forma basis and any related financing transactions as if the extent waived by same had occurred at the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects beginning of the Company and its Restricted Subsidiaries, taken as a wholeParent’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Company and its Restricted Subsidiaries have obtained all required FCC consents under Fixed Charge Coverage Ratio of the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition is made (if other than the Company)has been made, will have Consolidated Net Worth immediately after the transaction be equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company Parent immediately preceding before such transactions; and (e) such Issuer or the transactionParent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture. In addition, The restrictions described in the Company will not, and foregoing clause (d) will not permit apply to (a) any consolidation or merger of the Parent with or into one of its Restricted Subsidiaries to, directly for any purpose or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1b) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among of a Restricted Subsidiary (other than Finance Corp.) to the Parent, the Company or another Restricted Subsidiary that is a Subsidiary Guarantor. Notwithstanding the first paragraph of this Section 6.01, the Parent and the Company are permitted to reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Parent or the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Parent under its Restricted Subsidiaries that are GuarantorsGuarantee of the Notes or the Company under the Notes, as applicable, this Indenture and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). Notwithstanding the foregoing, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with this Indenture) is a corporation, Finance Corp. may be merged into the Company or it may be dissolved and cease to be an Issuer.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, and will not permit any in a single transaction or a series of its Restricted Subsidiaries torelated transactions, directly or indirectly: (1) consolidate with or merge with or into another any other Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, (3) no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition is has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 10.09(a) or (b) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will have Consolidated Net Worth immediately after delivered to the transaction equal Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will notother disposition, and will if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (b) Clause (4) of Section 8.01(a) shall not permit any apply to: (a) a transaction the principal purpose of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all which is to change the state of the properties and assets organization of the Company and that does not have as one of its Restricted Subsidiaries taken as a wholepurposes the evasion of such clause, in one or more related transactions, to any other Person. 6.01 will not apply to: (1b) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries that are Guarantorsor (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. The Company will notnot consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all its assets (determined on a consolidated basis for the Company and will not permit any of its Restricted Subsidiaries Subsidiaries) to, directly or indirectlyany Person, unless: (1) consolidate the resulting, surviving or merge with or into another transferee Person (whether the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (provided that where the continuing Person is not a corporation, a co-obligor of the Notes is a corporation that is a Wholly Owned Restricted Subsidiary) and the Successor Company (if not the Company) will expressly assume, by supplemental indenture (or other joinder agreement, as applicable), executed and delivered to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Security Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such Restricted Subsidiary is the surviving corporation); orlaws; (2) sellimmediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), assignno Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.09(a) hereof or (b) the Leverage Ratio would not be greater than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, convey or otherwise dispose other disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of the Company, to another Personwhich properties and assets, unless: A. if held by the Company or instead of such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and its Restricted Subsidiaries taken as a wholeassets of the Company. Notwithstanding clauses (2), in one or more related transactions, to any other Person. 6.01 will (3) and (4) of this Section 5.01 (which do not apply to: to transactions referred to in this sentence), (1a) a merger of the Company or a any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company and (b) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding clauses (2) and (3) of this Section 5.01 (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate solely incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction; or , or changing the legal form of the Company. The foregoing provisions (other than the requirements of clause (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among this Section) shall not apply to the Company and its creation of a new Subsidiary as a Restricted Subsidiaries that are GuarantorsSubsidiary of the Company.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person or Persons; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (i) is a corporation corporation, limited liability company, partnership or trust organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia, and (ii) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; B. if the Company or such Restricted Subsidiary is a party (2) immediately after giving effect to such transaction, no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwiseCompany), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; and (4) each Subsidiary Guarantor (if other than the Companyany), will have Consolidated Net Worth immediately after unless the transaction equal to or greater than Subsidiary Guarantor is the Consolidated Net Worth of Person with which the Company immediately preceding has entered into a transaction under this Section 5.01, shall have by amendment to its Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall apply to the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger obligations of the Company or a Restricted Subsidiary of the Company surviving Person in accordance with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Notes and its Restricted Subsidiaries that are Guarantorsthis Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and will shall not permit consolidate with or merge into any of its Restricted Subsidiaries toother Person or, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey convey, sell, lease or otherwise dispose of all or substantially all of the properties Company’s assets and properties, and shall not permit any Person to consolidate with or assets merge into the Company unless all of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unlessfollowing conditions are met: A. (i) if the Company is not the successor Person (the “Successor Company”) in the transaction, the Successor Company is organized and validly existing under the laws of Mexico, or, solely in the case that the successor Person is Braskem S.A. or such Restricted Subsidiary its direct or indirect subsidiary, Brazil, or any country whose debt securities have an Investment Grade Rating in North America, Central America or South America or that is a party member of the European Union or any political subdivision thereof or that belongs to the Organization for Economic Cooperation and Development (each such jurisdiction, a "Qualified Merger Jurisdiction"), expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and this Indenture, and, has delivered all “know- your-customer” or similar information requested by the Trustee; (ii) immediately after giving effect to such transaction, no Event of Default or Default, shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional U.S. $1.00 of Indebtedness pursuant to the first paragraph of Section 3.14 or (b) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is received a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party Ratings Affirmation giving pro forma effect to such transaction; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating, among other things, that the Person formed by or surviving conditions precedent hereunder related to the consummation of the transaction and the execution of the supplemental indenture, if any, have been met, and the Opinion of Counsel shall state that any such consolidation or merger supplemental indenture constitutes the legal, valid and binding obligation of such successor person. (if other than b) If the Company or such Restricted Subsidiaryconditions of paragraph (a) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a wholeabove are satisfied, the Company and its Restricted Subsidiaries shall not have obtained all required FCC consents under to obtain the Communications Act approval of the Holders in relation order to such sale, assignment, transfer, conveyance, merge or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger consolidate or to which such sale, assignment, transfer, conveyance sell or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth otherwise dispose of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the Company’s properties and assets. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. In addition, these conditions shall apply only if the Company wishes to merge into, consolidate with another Person, or sell or otherwise dispose of all or substantially all of the Company’s assets and properties. The Company shall not need to satisfy these conditions if the Company enters into other types of transactions, including any transaction in which the Company acquires the stock or assets of another Person, any transaction that involves a Change of Control, but in which the Company does not merge or consolidate and any transaction in which the Company sells or otherwise disposes less than substantially all the assets and properties of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (c) Notwithstanding paragraphs (a)(ii), (iii) and (iv) above (which do not apply to: (1) a merger of the Company or a to transactions referred to in this sentence), any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company. Any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. The Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to Braskem S.A. as long as such consolidation, combination, merger or transfer does not result in a Rating Downgrade Event (replacing references to a Change of Control with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation references to such consolidating, combination, merger or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries that are Guarantorsmutatis mutandis).

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (a) either (i1) the Company or such Restricted Subsidiary is the surviving corporation or (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. ; provided that if the Company or such other Person is not a corporation, a Restricted Subsidiary of the Company that is a party to such transaction, corporation shall assume by supplemental indenture all obligations of the Company under the Notes and the Indenture as a co-issuer of the Notes; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this the Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; C. (c) immediately after such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. d) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (b) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the transaction. In additionprior to such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (e) the Company will notshall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and will not permit any of its Restricted Subsidiaries tosuch supplemental indenture (if any) comply with the Indenture; provided, directly or indirectlyhowever, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will that (i) this Section 5.01 shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are Guarantorsand (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (a) with or into one of its Restricted Subsidiaries for any purpose or (b) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether Person; or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by resulting, transferee or surviving any such consolidation Person or merger the resultant, transferee or surviving Person (if other than the Company) is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof or the District of Columbia and such resulting, transferee or surviving Person assumes, pursuant to which a supplemental indenture and other documentation in form and substance reasonably satisfactory to the Trustee, all of the obligations and covenants of the Company under this Supplemental Indenture and the Securities; provided, that unless such resulting, transferee or surviving Person is a corporation, a corporate co-issuer of the Securities will be added to this Supplemental Indenture by such supplemental indenture; (2) immediately before and after such transaction no Default or Event of Default has occurred and is continuing; (3) except in the case of a consolidation or merger of the Company with or into a Restricted Subsidiary, or a sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized of properties or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if assets to the Company or such a Restricted Subsidiary is a party Subsidiary, either: (A) immediately after giving pro forma effect to such transaction, transaction as if such transaction had occurred at the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations beginning of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transactionapplicable four-quarter period, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by resultant, transferee or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made Person (if other than the Company) would have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (B) immediately after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, the Company or the resultant transferee or surviving Person (if other than the Company) would be able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or (C) immediately after giving pro forma effect to such transaction, will have the Consolidated Net Worth immediately after of the transaction equal to Company or greater the resultant, transferee or surviving Person (if other than the Company) would be not less than the Consolidated Net Worth of the Company immediately preceding prior to such transaction; and (4) the transaction. Company or such successor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, combination, sale assignment, disposition, conveyance, transfer or lease, and such supplemental indenture, comply with the provisions of this Supplemental Indenture and that all conditions precedent in this Supplemental Indenture relating to such transaction have been satisfied. (b) In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia or (ii) is a partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia which corporation becomes a co-issuer of the Notes pursuant to a supplemental indenture duly and validly executed by the Trustee; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes Notes, this Indenture, the Registration Rights Agreement (unless all material obligations in that agreement have been performed) and this Indenture the Security Documents pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is made has been made: (if other than the Company), will A) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) would, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a pro forma Fixed Charge Coverage Ratio that is at least equal to the actual Fixed Charge Coverage Ratio of the Company as of such date. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will not apply to. Notwithstanding the foregoing: (1) a merger of the Company or a any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary of the Company; and (2) the Company may merge with an Affiliate solely for the purpose of reincorporating the Company or re-forming in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) , or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture, the Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all would, on the obligations date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Company or such Restricted Subsidiary under the Notes and this Indenture applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to agreements reasonably satisfactory the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (5) the Company has delivered to the Trustee; C. immediately after Trustee an Officers' Certificate and an Opinion of Counsel each stating that such merger, consolidation or sale of assets and, if a supplemental indenture is required in connection with such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not such supplemental indenture complies with this Article and that all conditions precedent herein provided for have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transactionbeen complied with. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: , in one or more related transactions: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and shall not have any material assets or operations shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; B. if the Company or such Restricted Subsidiary is a party to such transaction, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Security Documents pursuant to agreements a supplemental indenture executed and delivered to the Trustee in form reasonably satisfactory to the TrusteeTrustee and takes such action (or agrees to take such action, subject to the time period for granting Liens on additional Collateral described in Article 11) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the Notes Liens in the manner and to the extent required under the Security Documents; C. (iii) immediately after such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. iv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (if other than a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company), will Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (b) have Consolidated Net Worth immediately after the transaction a Fixed Charge Coverage Ratio equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding prior to such transaction; and (v) if the transaction. Company is not the surviving corporation, each Guarantor (unless it is the other party to the transactions above, in which case clause (ii) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Notes and this Indenture and its obligations under the Security Documents shall continue to be in effect. (b) In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will not apply to: (1c) a merger Notwithstanding clause (iv) of Section 5.01(a), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orany Guarantor. (2d) any consolidation or Unless such consolidation, merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition or a contemporaneous event or circumstance, or a series of assets between contemporaneous events or among circumstances, results in the release of the Subsidiary Guarantee of such Guarantor pursuant to and in compliance with the terms of this Indenture, the Company will not permit any Guarantor, directly or indirectly, in one or more related transactions to: (1) consolidate or merge with or into another Person (whether or not the Guarantor is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, taken as a whole, to another Person (other than to the Company or another Guarantor); unless: (i) either: (a) the Guarantor is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States, the District of Columbia or the jurisdiction where such Guarantor was organized; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Guarantor under the Notes, this Indenture and its Restricted Subsidiaries the Security Documents pursuant to a supplemental indenture or other agreement and takes such action (or agrees to take such action, subject to the time period for granting Liens on additional Collateral in accordance with Article 11 hereof) as may be reasonably necessary to cause any property or assets that are Guarantorsconstitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the Notes Liens in the manner and to the extent required under the Security Documents; and (iii) immediately after such transaction no Default or Event of Default exists.

Merger, Consolidation or Sale of Assets. The Company will not, and will EchoStar may not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either Person unless (ia) the Company or such Restricted Subsidiary EchoStar is the surviving corporation Person or (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyEchoStar) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryEchoStar) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of EchoStar, pursuant to a supplemental indenture in a form reasonably satisfactory to the Company or such Restricted Subsidiary Trustee, under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. Indenture; (c) immediately after such transaction, transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition ; and (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company d) EchoStar or the Person formed by or surviving any such consolidation or merger merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition is shall have been made (if other than the Company), will i) shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of EchoStar immediately preceding the Company transaction and (ii) will have an Indebtedness to Cash Flow Ratio immediately after the transaction that does not exceed EchoStar's Indebtedness to Cash Flow Ratio immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person or consummate a Division as the Dividing Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationPerson); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period; (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture; or (B) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth actual Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, the . (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (c) Clauses (3) and (4) of Section 5.01(a) of this Indenture shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or; (2) 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 that are Guarantorsor, so long as the Company is a surviving Person and any other surviving Person is a Restricted Subsidiary of the Company, any Division of the Company as the Dividing Person; and (3) transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (if other than i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company), will Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) have Consolidated Net Worth immediately after the transaction equal to or had a Fixed Charge Coverage Ratio greater than the Consolidated Net Worth of actual Fixed Charge Coverage Ratio for the Company immediately preceding for such four-quarter period; and (5) the transactionCompany has delivered to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that any such event complies with the foregoing. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any one or more of its Restricted Subsidiaries that are Guarantorsor between or among any one or more of the Company’s Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to (a) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (b) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or (2) , and the Issuer will not sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (including by way of consolidation or merger), unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary Issuer is the surviving corporation or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the Notes; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer, as the case may be, under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transactiontransaction and any related financing transactions, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition is made shall have been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period either (if other A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a), or (B) would have a Fixed Charge Coverage Ratio on such basis higher than the CompanyFixed Charge Coverage Ratio immediately prior to such transactions. (b) Notwithstanding clauses (3) and (4) of Section 5.01(a), will have Consolidated Net Worth immediately after the transaction equal to Issuer may merge or greater than consolidate with a Restricted Subsidiary incorporated solely for the Consolidated Net Worth purposes of organizing the Company immediately preceding the transaction. In addition, the Company will Issuer in another jurisdiction. (c) The Issuer shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 (d) This Section 5.01 will not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Issuer and any of its Restricted Subsidiaries that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will notshall not consolidate with, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either : (i) the Company shall be the continuing Person, or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, conveyance or other disposition has been made is property and assets of the Company shall be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state by a supplemental indenture, executed and delivered to the Trustee, all of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary on all of the Securities and under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; D. except shall have occurred and be continuing; (iii) immediately after giving effect to the extent waived by the FCC or as would not have such transaction on a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a wholepro forma basis, the Company and its Restricted Subsidiaries or any Person becoming the successor obligor of the Securities shall have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the transaction. In additionCompany, or any Person becoming the successor obligor of the Securities, could incur at least $1.00 of Indebtedness under the first paragraph of Section 5.09; PROVIDED that this clause (iv) shall not apply to the merger of a corporation, the Company will not, and will not permit any sole material asset of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all which consists of the properties and assets Common Stock of the Company (and its Restricted Subsidiaries taken as a wholeoptions, in one warrants or more related transactionsother rights to purchase or acquire such Common Stock), to any other Person. 6.01 will not apply to: into the Company, if (1a) a merger the Chief Executive Officer of the Company delivers to the Trustee a certificate on behalf of the Company, in the form attached hereto as Schedule III, to the effect that to his best knowledge there are no liabilities, contingent or a Restricted Subsidiary otherwise, of such corporation and (b) the only consideration received by the stockholders of such corporation in connection with such merger consists of Common Stock of the Company (and options, warrants other rights to purchase or acquire such Common Stock), in the aggregate in an amount not to exceed the amount thereof held by such corporation immediately prior to such merger; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Affiliate solely Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of reincorporating such transaction is to change the Company in another jurisdictionstate of incorporation of the Company; or (2) and PROVIDED FURTHER that any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition such transaction shall not have as one of assets between or among its purposes the Company and its Restricted Subsidiaries that are Guarantorsevasion of the foregoing limitations.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to(a) No Issuer will, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuers and its their Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary applicable Issuer is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Companyan Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiaryan Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuers under the Notes and Notes, this Indenture and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect (4) on the condition (financial or otherwise), results date of operations, business or prospects such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Company and its Restricted Subsidiaries, taken as a wholeapplicable four-quarter period, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company Issuers or the Person formed by or surviving any such consolidation or merger (if other than an Issuer), or to which such sale, assignment, transfer, conveyance or other disposition is has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and (if other than 5) the Company), will have Consolidated Net Worth immediately after Trustee has received an Opinion of Counsel and Officers’ Certificate to the effect that such transaction equal to or greater than complies with the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will foregoing. (b) The Issuers shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of their respective properties and assets and the properties and assets of the Company and its their Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 (c) This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company an Issuer with an Affiliate solely for the purpose of reincorporating the Company such Issuer in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Issuers and its their Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. The Company will Loral Space shall comply with the covenants contained in this Article V from and after the date requested in writing by the Holders of the Subordinated Notes to do so and then only to the extent requested by the Holders of the Subordinated Notes. No action taken by Loral Space (or any action taken after such written notice pursuant to an agreement entered into prior to receipt of such written notice) prior to any such written request shall constitute a breach of this Guaranty by Loral Space. Section 5.01. When Loral Space May Merge, Consolidate or Sell Assets. (a) Loral Space shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1x) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Loral Space is the surviving corporation); or or (2y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Loral Space and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) the Company or such Restricted Subsidiary either: (A) Loral Space is the surviving corporation corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyLoral Space) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of Bermuda, the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryLoral Space) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary Loral Space under the Notes and this Indenture Guaranty pursuant to agreements reasonably satisfactory to the TrusteeHolders of the Subordinated Notes; C. (3) immediately after such transaction, transaction no Default or Event of Loral Space Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company (4) Loral Space or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made (if other than the Company), Loral Space): (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Loral Space immediately preceding the transaction. ; and (B) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period or balance sheet date, as applicable, be permitted to incur at least $1.00 of additional Indebtedness pursuant to at least one of the tests set forth in the proviso to paragraph (a) of Section 4.05. (b) In addition, the Company will Loral Space shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (c) When a successor corporation, trustee, paying agent or registrar assumes all of the obligations of its predecessor under the Subordinated Notes, the Indenture and this Guaranty, the predecessor shall be released from those obligations. (d) This Section 5.01 shall not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Loral Space and any of its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation entity in such consolidation or merger; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if Columbia (the Company or such Restricted Subsidiary Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Company”); provided that at any time neither the Successor Company nor any other Issuer is a party corporation, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a)(i); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) (A) the Company (or its Successor Company, as applicable), on a Pro Forma Basis, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in Section 4.09(a) hereof, or (B) the Total Net Leverage Ratio for the Company (or the Successor Company, as applicable) and its Restricted Subsidiaries would be less than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) in any transaction in which the Company is not the Successor Company, the Issuers or the Successor Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture relating to the execution of the supplemental indenture have been satisfied, and, with respect to the Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Successor Company. The foregoing provision shall also apply to any Guarantor with all references to the Company being substituted with such Guarantor; provided that the foregoing provision shall not apply to a transaction pursuant to which such Guarantor shall be released from its obligations pursuant to Article 11 of this Indenture. (b) Neither Co-Issuer may consolidate or merge with or into another Person (whether or not such Co-Issuer is the surviving entity) unless: (i) either: (A) such Co-Issuer is the surviving entity in such consolidation or merger; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Co-Issuer) is an entity organized or existing under the Company laws of any state of the United States or the District of Columbia (such Co-Issuer or such Restricted Subsidiary) or Person, including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Co-Issuer Successor Company”); provided that at any time neither the Co-Issuer Successor Company nor any other Issuer is a corporation, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this covenant; (ii) the Co-Issuer Successor Company (if other than such Co-Issuer) assumes all the obligations of the Company or such Restricted Subsidiary Co-Issuer under the Notes and Notes, this Indenture and the Security Documents pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; C. (iii) immediately after such transaction, no Default or Event of Default exists;; and D. except (iv) in any transaction in which such Co-Issuer is not the Co-Issuer Successor Company, such Co-Issuer or the Co-Issuer Successor Company delivers to the extent waived Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such transaction complies with this Section 5.01(a) and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied, and, with respect to the Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Co-Issuer Successor Company. (c) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results Company instead of operations, business or prospects of the Company and its such Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personassets of the Company. 6.01 will not apply (d) Upon the execution and delivery of the supplemental indenture referred to in clause (ii) of Section 5.01(a) or clause (ii) of Section 5.01(b), as applicable, the predecessor company shall be released from its obligations under this Indenture and the Security Documents and the Successor Company or the Co-Issuer Successor Company, as applicable, shall succeed to: (1) a merger of , and be substituted for, and may exercise every right and power of, the Company or the Co-Issuers, as applicable, under this predecessor company under this Indenture, but, in the case of a Restricted Subsidiary lease of all or substantially all its assets, the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orpredecessor shall not be so released. (2e) any consolidation or mergerNotwithstanding the foregoing, or any clauses (iii) and (iv) of Section 5.01(a) and clause (iii) of Section 5.01(b) shall not apply to (i) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries (including the Co-Issuers), (ii) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Restricted Subsidiary (including the Co-Issuers) (provided that, in the event that are Guarantorssuch Restricted Subsidiary is a Co-Issuer or a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to another Issuer or another Guarantor) or (iii) any Issuer or a Guarantor merging with an Affiliate solely for the purpose and with the sole effect of reorganizing such Issuer or such Guarantor in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: indirectly (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either unless (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or Columbia (any such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving “Successor Company”); (ii) any such consolidation or merger (if other than the Successor Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture pursuant to agreements reasonably satisfactory to and the Trustee; C. Registration Rights Agreement and (iii) immediately after such transaction, transaction no Default exists; and (iv) (A) the Company or Event the Successor Company shall, on the date of Default exists; D. except such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 extent waived by Fixed Charge Coverage Ratio test set forth in the FCC first paragraph of Section 4.09 hereof or as (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not have prohibit (A) a material adverse effect on merger between the condition Company and any of its Restricted Subsidiaries; or (financial or otherwiseB) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), results provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of operationsreincorporating the Company in another state of the United States, business or prospects so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transactionnot increased thereby. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . The provisions of this Section 5.01 shall not apply to: (1) be applicable to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, and the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of transfer all or substantially all of the properties or consolidated assets of the Company and its Restricted Subsidiaries taken as a wholeto, in one or more related transactions, to another any Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) the Company resulting, surviving or such Restricted Subsidiary is transferee Person (the surviving corporation or (ii“Successor Company”) the will be a Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; B. (2) the Successor Company, if not the Company or such Restricted Subsidiary is Company, will expressly assume, by a party supplemental indenture, executed and delivered to such transactionthe Trustee, in form satisfactory to the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such saleTrustee, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture pursuant to agreements reasonably satisfactory to and the TrusteeRegistration Rights Agreement; C. (3) immediately after giving effect to such transaction, transaction or series of transactions no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) either (a) the Company or the Person formed by Successor Company, if the Company is not the continuing obligor under this Indenture, will, at the time of such transaction or surviving any series of transactions and after giving pro forma effect thereto as if such consolidation transaction or merger series of transactions had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least an additional $1.00 of Indebtedness under paragraph (a) of Section 4.09 hereof or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than b) the Company), will have pro forma Consolidated Net Worth Coverage Ratio of the Successor Company immediately after the giving effect to such transaction equal to or greater would be no less than the Consolidated Net Worth Coverage Ratio of the Company immediately preceding prior to such transaction; and (5) the transactionCompany will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided that: (a) in giving such opinion such counsel may rely on such Officer’s Certificate as to any matters of fact, including without limitation as to compliance with the foregoing clauses; and (b) no Opinion of Counsel will be required for a consolidation, merger or transfer described in Section 5.01(c) hereof. In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 (b) The Successor Company will be substituted for, and may exercise every right and power of, the Company under this Indenture. Thereafter, the Company (if it is not the Successor Company) will be relieved of all obligations and covenants under this Indenture, except that, in the case of a conveyance or transfer of less than all its assets, the Company will not apply tobe released from the obligation to pay the principal of and interest on the Notes. (c) The provisions of this Section 5.01 do not prohibit: (1) any Restricted Subsidiary from consolidating with, merging into or transferring all or part of its properties and assets to the Company or any other Restricted Subsidiary; and (2) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease jurisdiction to realize tax or other disposition benefits. The definition of “Successor Company” will not include companies formed by consolidations, mergers or transfers of properties or assets between or among the Company and its Restricted Subsidiaries that are Guarantorspursuant to this Section 5.01(c).

Merger, Consolidation or Sale of Assets. The provisions in Article V of the Original Indenture shall not apply with respect to the Notes, and this Article 5 supersedes the entirety thereof. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made (the “Successor Company”) is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the States, District of ColumbiaColumbia or any territory thereof; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; B. if (2) the Successor Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Supplemental Indenture pursuant to agreements a supplemental indenture substantially in the form attached hereto as Exhibit B, or, in each case, pursuant to other documents or instruments reasonably satisfactory to the Trustee;; and C. (3) immediately after such transaction, no Default or Event of Default exists;. D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise)b) The Successor Company will succeed to, results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a wholebe substituted for, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. Indenture and the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, Notes and the Company will notautomatically be released and discharged from its obligations under the Indenture and the Notes, and will not permit any but in the case of its Restricted Subsidiaries to, directly or indirectly, a lease of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, the Company will not be released from the obligation to any other Personpay the principal of and interest on the Notes. 6.01 will not apply to:(c) Notwithstanding clause (3) of Section 5.01(a), (1) a merger of the Company or a Restricted any Subsidiary may consolidate or amalgamate with or merge with or into or transfer all or part of its properties and assets to the Company or another Subsidiary, and (2) the Company may merge with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iib) the Person formed by or surviving any such that consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such that consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such that sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such that transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such that sale, assignment, transfer, conveyance or other disposition is has been made (will, on the date of that transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the Company immediately preceding applicable Financial Covenant Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the transactionFixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . This Section 5.01 shall not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: indirectly (1i) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or Person) or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either (x) the Company or such Restricted Subsidiary is the surviving corporation Person; or (iiy) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of any member state of the European Union, Switzerland, the United StatesKingdom, Canada, any state of the United States or the District of Columbia; B. (ii) the Person formed by or surviving any such consolidation or merger with the Company (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and the Agreement; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwiseCompany), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition is has been made would be in compliance with Section 10.6, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Testing Period; and (if v) the Company delivers to the Agent an Officer’s Certificate and an opinion of counsel, in each case, stating that such consolidation, merger or transfer comply with this Section 10.2. (b) A Guarantor (other than the Company), will have Consolidated Net Worth immediately after the transaction equal a Guarantor whose Guarantee is to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company be released in accordance with Section 23.6) will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease (i) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation); or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and or assets of the Company such Guarantor and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person other than the Company or any other PersonSubsidiary, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Agreement and the Notes pursuant to the Guarantor Accession Agreement; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Agreement. 6.01 (c) This Section 10.2 will not apply to: to (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2i) any consolidation or mergermerger of any Subsidiary that is not a Guarantor into the Company or any other Guarantor; (ii) any consolidation or merger among Guarantors; (iii) any consolidation or merger among the Company and any Guarantor; provided that, if the Company is not the surviving entity of such merger or consolidation, the relevant Guarantor will assume the obligations of the Company under this Agreement and the Notes; or (iv) any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries that are GuarantorsSubsidiaries. (d) Section 10.2(a)(ii) and Section 10.2(a)(iv) of the first paragraph and Section 10.2(b)(i) of the second paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into any other Guarantor, and Section 10.2(a)(iv) of the first paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction for tax reasons.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1i) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes Notes, this Indenture, and this Indenture the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four full fiscal quarter period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the Section 4.09(a) hereof; or (B) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth actual Fixed Charge Coverage Ratio of the Company Issuer immediately preceding the prior to such transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company its and its Restricted Subsidiaries Subsidiaries, taken as a whole, properties or assets, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; provided, however, that at all times, a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia must be a co-issuer or the issuer of the Notes; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) herein or (B) have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth actual Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will (b) The provisions of Section 5.01(a) shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orjurisdiction or any other transaction the sole purpose of which is to reorganize the Company as a corporation; (2) 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 that are GuarantorsSubsidiaries; and (3) transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. The Company (a) Neither the Issuer nor the Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another any other Person (whether or, in a single transaction or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sella series of related transactions, assign, transfer, convey or otherwise dispose of Transfer all or substantially all of the properties or assets of the Company Parent Guarantor and its Restricted Subsidiaries Subsidiaries, taken as a whole, to another Person and (b) neither the Issuer nor the Parent Guarantor will permit any Subsidiary Guarantor to consolidate or merge with or into any other Person or, in one a single transaction or more a series of related transactions, Transfer all or substantially all of the properties or assets of such Subsidiary Guarantor to another Person, Person unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) in the Company case of a merger, consolidation or such Restricted Subsidiary Transfer involving (A) the Parent Guarantor, the Parent Guarantor is the continuing corporation or the successor is a corporation, limited liability company, partnership or trust organized under the laws of the United States or a state thereof, (B) the Issuer, the Issuer is the surviving corporation Person or (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition Transfer has been made is a corporation corporation, limited liability company, partnership, trust or similar entity organized or existing under the laws of the United StatesStates or a state thereof, the United Kingdom or any member state of the European Union, or (C) a Subsidiary Guarantor, such Subsidiary Guarantor is the continuing Person or the successor to such Subsidiary Guarantor is a corporation, limited liability company, partnership or trust organized under the same jurisdiction in which such Subsidiary Guarantor is organized or under the laws of the United States or the District of Columbiaa state thereof; B. if (ii) the Company successor Person expressly assumes by a supplemental indenture or amendment of the relevant documents the obligations of the Parent Guarantor, the Issuer or such Restricted Subsidiary under the Securities and this Indenture; (iii) the Parent Guarantor, the Issuer, the Subsidiary Guarantor or the successor Person, as the case may be, is a party not immediately after such transaction, in default in the performance of any covenant or condition under this Indenture; (iv) immediately before and immediately after giving effect to such transaction, no Event of Default exists; and (v) the Parent Guarantor, the Issuer, the Subsidiary Guarantor or the successor Person formed by shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or surviving any transfer and such consolidation or merger supplemental indenture (if other than any) comply with this Indenture and an Opinion of Counsel to the Company or effect that such Restricted Subsidiarysupplemental indenture (if any) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the obligations of the Company or such Restricted Subsidiary under the Notes successor Person (in each case, in form and this Indenture pursuant to agreements substance reasonably satisfactory to the Trustee; C. immediately after such transaction); provided that in giving an Opinion of Counsel, no Default or Event of Default exists; D. except to the extent waived by the FCC or counsel may rely on an Officer’s Certificate as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 matters of fact. This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition Transfer of assets between or among the Company Issuer and its Restricted Subsidiaries that are any one or more of the Guarantors or between or among any one or more of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (1) either (iA) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, transaction no Default or Event of Default exists; D. (4) except with respect to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of transaction solely between the Company and its Restricted Subsidiariesa Guarantor, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition is has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in a form satisfactory to the Trustee, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personany) comply with this Indenture. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary Issuer is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or States, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); B. if (2) the Successor Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer under the Notes and Securities, this Indenture pursuant to agreements reasonably satisfactory to and the TrusteeRegistration Rights Agreement; C. (3) immediately after such transaction, transaction no Default or Event of Default exists; D. except (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the extent waived by same had occurred at the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects beginning of the Company and its Restricted Subsidiariesapplicable four-quarter period, taken as a whole, either (a) the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Successor Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (if other than b) the Company), will have Consolidated Net Worth immediately after Fixed Charge Coverage Ratio for the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Successor Company and its Restricted Subsidiaries taken as a wholewould be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and (5) each Guarantor, in one or more related transactionsunless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to any other such Person. 6.01 ’s obligations under this Indenture and the Securities. This Section 5.01 will not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Issuer and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary and (ii) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Securities. (b) The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Certificate certifying that the conditions set forth above are Guarantorssatisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with this Indenture.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any (a) Neither of its Restricted Subsidiaries tothe Issuers may, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuers and its the Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or (1) either: (A) such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary Issuer is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as TLLP (or any successor entity) is not a corporation; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer under the Notes and Notes, this Indenture and, if then in effect, the Registration Rights Agreement, pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) in the Company case of a transaction involving TLLP and not Finance Corp., TLLP or the Person formed by or surviving any such consolidation or merger (if other than TLLP), or to which such sale, assignment, transfer, lease, conveyance or other disposition is made (if other than the Company)has been made, will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply towill: (1A) a merger on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the Company or a Restricted Subsidiary applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Company with an Affiliate solely for the purpose of reincorporating the Company Fixed Charge Coverage Ratio test set forth in another jurisdictionSection 4.09(a); or (2B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect thereto and any consolidation related financing transactions as if the same had occurred at the beginning of the applicable Reference Period, not less than the Fixed Charge Coverage Ratio of TLLP immediately prior to such transaction; and (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or merger, or disposition and such supplemental indenture (if any) comply with this Indenture. (b) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company TLLP and its Restricted Subsidiaries, provided further that Sections 5.01(a)(3) and (4) will not apply to any merger or consolidation of either Issuer (A) with or into one of TLLP’s Restricted Subsidiaries for any purpose or (B) with or into an Affiliate solely for the purpose of reincorporating such Issuer in another jurisdiction. (c) Notwithstanding Section 5.01(a), TLLP is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of TLLP into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the Obligations of TLLP under the Notes, this Indenture and, if then in effect, the Registration Rights Agreement, pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not adverse to the Holders of the Notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code, or any similar state or local law). (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the resulting, transferee or surviving Person), another Person, other than TLLP or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than TLLP or another Guarantor), assumes all obligations of that Guarantor under this Indenture and its Note Guarantee and, if then in effect, the Registration Rights Agreement, pursuant to an agreement reasonably satisfactory to the Trustee; or (B) the Net Proceeds of such sale or other disposition are Guarantorsapplied in accordance with Section 4.10 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary Issuer is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeSecurity Documents by entering into a supplemental indenture; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to (4) the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the Company immediately preceding applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the transaction. In addition, Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and (5) the Company will Trustee has received an Opinion of Counsel and Officers’ Certificate to the effect that such transaction complies with the foregoing. (b) The Issuer shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 (c) This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company Issuer with an Affiliate solely for the purpose of reincorporating the Company Issuer in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Issuer and its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or States, the District of Columbia; B. if Columbia or any territory thereof (the Company or such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Company) assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the extent waived by Total Leverage Ratio test set forth in the FCC first paragraph of Section 4.9 or as would not have a material adverse effect on (b) the condition (financial or otherwise), results of operations, business or prospects of Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries, taken as a whole, Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have obtained all required FCC consents by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Communications Act Notes, this Indenture and the Registration Rights Agreement. (b) Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor, (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in relation another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to such effect a permitted Asset Sale. (c) For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance transfer or other disposition is made (if other than of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of which properties and assets, if held by the Company immediately preceding the transaction. In additioninstead of such Restricted Subsidiaries, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (d) The predecessor company will be released from its Restricted Subsidiaries taken as a wholeobligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in one the case of a lease of all or more related transactionssubstantially all its assets, the predecessor company will not be released from the obligation to any other Personpay the principal of and interest on the Notes. 6.01 will not apply to: (1e) a merger of the Company or a Restricted Subsidiary of the Company In connection with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, merger or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the assets between or among of the Company contemplated by this Section 5.1, the Company shall expressly assume the obligations under this Indenture and its Restricted Subsidiaries Notes by supplemental indenture and shall execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession together with an Officers’ Certificate and an Opinion of Counsel, each stating that are Guarantorssuch consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1 and such supplemental indenture in respect thereto complies with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the successor entity, subject to the customary exceptions.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) , or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either Person unless (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, ; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Senior Registration Rights Agreement, the Senior Notes and this Senior Note Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Senior Note Trustee; C. ; (iii) immediately before and after such transaction, transaction no Default or Event of Default exists; D. shall have occurred; and (iv) except to in the extent waived by the FCC or as would not have case of a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects merger of the Company and its Restricted Subsidiaries, taken as with or into a wholeSubsidiary, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), will or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have Consolidated Net Worth been made would, immediately after giving pro forma effect thereto as if such transaction had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the Company immediately preceding the transaction. In additionapplicable four-quarter period, not be less than such Fixed Charge Coverage Ratio for the Company will not, and will not permit any of its Restricted Subsidiaries toimmediately prior to such transaction. The Company may not, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . The provisions of this Section 5.01 will not apply to: (1) be applicable to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; B. if Columbia (the Company or such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; C. (iii) immediately after such transaction, no Default or Event of Default exists;; and D. except (iv) the Company delivers an Officers' Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects execution of the Company and its Restricted Subsidiaries, taken as a wholesupplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, lease, conveyance, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance transfer or other disposition is made (if other than of all or substantially all of the properties and assets of one or more Subsidiaries of the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of which properties and assets, if held by the Company immediately preceding the transaction. In additioninstead of such Subsidiaries, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as on a wholeconsolidated basis, in one or more related transactionsshall be deemed to be the sale, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or mergerlease, or any saleconveyance, assignment, transfer, conveyance, lease transfer or other disposition of all or substantially all of the properties and assets between or among of the Company and its Restricted Subsidiaries that are GuarantorsCompany.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey (not including any conveyance, if any, resulting solely from the creation of any Lien), lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, that, in the case of a Person that is not a corporation, a co-obligor of the Notes is a corporation; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the TrusteeTrustee and, if necessary, a supplemental registration rights agreement; C. (3) immediately after such transaction, no Default or Event of Default exists; D. (4) except to in the extent waived by the FCC case of a consolidation, amalgamation or as would not have merger with or into or a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, conveyance or other disposition; and E. disposition of all or substantially all of the property and assets of the Company and any of its Restricted Subsidiaries to a wholly-owned Restricted 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 which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (B) would have a Fixed Charge Coverage Ratio that is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding prior to such transaction; and (5) The Company or such surviving Person shall deliver an Opinion of Counsel to the transactionTrustee stating that such merger or consolidation complies with this Indenture. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will notshall not (x) consolidate, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate amalgamate or merge with or into another Person (regardless of whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or , or (2y) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under its Note Guarantee, this Indenture, the Notes Intercreditor Agreements and this Indenture the Security Documents pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the extent waived by same had occurred at the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects beginning of the Company and its Restricted SubsidiariesTrailing Four Quarter Period, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. either (a) the Company or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) the Company delivers, or causes to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or disposition and, such supplemental indenture, comply with the requirements of this Indenture; and (6) to the extent any assets of the Person which is merged, amalgamated or consolidated with or into the Company are assets of the type which would constitute Collateral under the Security Documents, the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required pursuant to Section 4.15, the Intercreditor Agreements and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture, the Intercreditor Agreements and the applicable Security Documents. (b) Notwithstanding the restrictions set forth in clause (4) of Section 5.01(a) hereof, any Restricted Subsidiary (other than the Issuers) may consolidate with, amalgamate with or merge into or dispose of all or part of its properties or assets to the Company without complying with such clause (4) in connection with any such consolidation, amalgamation, merger or disposition. (c) Notwithstanding Section 5.01(a) hereof, the Company is permitted to reorganize as any other form of entity, provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture, the Intercreditor Agreements and the Security Documents; (4) immediately after such reorganization no Default or Event of Default exists; (5) to the extent any assets of the Person which is merged, amalgamated or consolidated with or into the Company are assets of the type which would constitute Collateral under the Security Documents, the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture, the Intercreditor Agreements and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture, the Intercreditor Agreements and the applicable Security Documents; (6) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (6), a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Internal Revenue Code or any similar state or local law); and (7) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such reorganization, and, if a supplemental indenture or other agreement is required, such supplemental indenture or other agreement, comply with this Indenture. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, which properties or assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company. (e) Neither of the Issuers will (1) consolidate, amalgamate or merge with or into another Person (regardless of whether such Issuer is the surviving entity), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: (1) either: (a) such Issuer is the surviving entity; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is made a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate, amalgamate or merge with or into any Person other than a corporation satisfying such requirement so long as Operating LLC is not a corporation; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Issuer) or the Company)Person to which such sale, will have Consolidated Net Worth assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes, this Indenture, the Intercreditor Agreements and the Security Documents pursuant to a supplemental indenture; (3) immediately after the transaction equal to such transaction, no Default or greater than the Consolidated Net Worth Event of Default exists; (4) the Company immediately preceding delivers, or causes to be delivered, to the transaction. In additionTrustee, an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental indenture comply with the Company will not, and will not permit requirements of this Indenture; and (5) to the extent any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company Person which is merged, amalgamated or consolidated with or into such Issuer are assets of the type which would constitute Collateral under the Security Documents, such Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and its Restricted Subsidiaries taken as assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required by Section 4.15, the Intercreditor Agreements and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture, the Intercreditor Agreements and the applicable Security Documents. (f) Notwithstanding anything herein to the contrary, in the event that Operating LLC becomes corporation or Operating LLC or the Person formed by or surviving any consolidation, amalgamation or merger permitted hereunder is a wholecorporation, Finance Corp. may be merged into Operating LLC or it may be dissolved and cease to be an Issuer. (g) A Subsidiary Guarantor will not sell or otherwise dispose of, in one or more related transactions, to any all or substantially all of its properties or assets to, or consolidate with or amalgamate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person), another Person, other Person. 6.01 will not apply tothan the Company, an Issuer or another Subsidiary Guarantor, unless either: (1) (a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists and (b) either (i) such Subsidiary Guarantor is the surviving Person of such consolidation, amalgamation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) unconditionally assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee, this Indenture, the Intercreditor Agreements and the Security Documents pursuant to a merger supplemental indenture and, to the extent any assets of the Company Person which is merged, amalgamated or a Restricted consolidated with or into such Subsidiary Guarantor are assets of the Company with an Affiliate solely for type which would constitute Collateral under the purpose Security Documents, such Subsidiary Guarantor or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of reincorporating the Company applicable Security Documents in another jurisdictionthe manner and to the extent required by this Indenture, the Intercreditor Agreements and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture, the Intercreditor Agreements and the applicable Security Documents; or (2) any consolidation such transaction or merger, or any sale, assignment, transfer, conveyance, lease or other disposition series of assets between or among the Company and its Restricted Subsidiaries that are Guarantorstransactions does not violate Section 4.10 hereof.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) , consolidate or merge with or into another Person (whether Person; or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of (determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a wholeSubsidiaries), in one or more related transactions, transactions to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (would, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (b) the Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries, on the date of and after giving pro forma effect to such acquisition and such incurrence or issuance, would not be less than such ratio for the Company and its Restricted Subsidiaries immediately preceding the prior to such transaction. In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of (determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a wholeSubsidiaries), in one or more related transactions, to any other Person. 6.01 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Borrower is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either: (a) the Company or such Restricted Subsidiary Borrower is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary Borrower under the Notes and this Indenture Agreement pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; C. (iii) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (iv) the Company Borrower or the Person formed by or surviving any such consolidation or merger (if other than the Borrower), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (a) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company)same had occurred at the beginning of the applicable four-quarter period, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 7.1(a) or (b) would have Consolidated Net Worth a lower Leverage Ratio immediately after the transaction, after giving pro forma effect to the transaction equal to or greater as if the transaction had occurred at the beginning of the applicable four quarter period, than the Consolidated Net Worth of the Company Borrower’s Leverage Ratio immediately preceding prior to the transaction. . (b) In addition, the Company will Borrower may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . This Section 7.3 will not apply to: prohibit (1i) a merger any sale, assignment, transfer, conveyance or other disposition of assets between or among the Company or a Restricted Borrower and any of its Wholly Owned Subsidiaries, (ii) any Subsidiary of the Company Borrower from consolidating with, merging into or transferring all or part of its assets to the Borrower or any of its Subsidiaries, (iii) the Borrower from merging with an Affiliate incorporated solely for the purpose of reincorporating the Company Borrower in another jurisdiction; orjurisdiction to realize tax or other benefits or (iv) any lease or sublease of real property that is not material to the business of the Credit Parties, taken as a whole, to the extent such lease or sublease would not materially interfere with the operation of the businesses of the Credit Parties. In addition, this Agreement will not prohibit Media Holdings, the Borrower or any of its Subsidiaries from converting from a corporation to a limited liability company for the sole purpose of realizing tax or other benefits, provided that prior to such conversion, the Borrower shall provide such documents, agreements, certificates and opinions as the Administrative Agent may reasonably request, to cause such successor entity to (and to evidence that such successor entity shall) continue to be subject to the Loan Documents to the same extent as the predecessor entity. (2c) Upon any consolidation or merger, or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the assets between of the Borrower in a transaction that is subject to, and that complies with this Section 7.3, the successor corporation formed by such consolidation or among into or with which the Company Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and its Restricted Subsidiaries be substituted for (so that are Guarantorsfrom and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the “Borrower” shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that the predecessor Borrower shall not be relieved from the obligation to pay the principal of and interest on the Term Notes and the other obligations hereunder except in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions of this Section 7.3.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to(a) No Issuer or Guarantor may, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company such Issuer or such Restricted Subsidiary Guarantor is the surviving corporation); or entity) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of (a) Xxxx Las Vegas, the Company Restricted Entities and its their respective Restricted Subsidiaries Subsidiaries, taken as a whole, (b) Xxxx Las Vegas and its Restricted Subsidiaries, taken as a whole, or (c) in the case of a Guarantor, such Guarantor, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (1) either (ia) the Company such Issuer or such Restricted Subsidiary Guarantor is the surviving corporation entity or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer or Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company such Issuer or such Restricted SubsidiaryGuarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company such Issuer or such Restricted Subsidiary Guarantor under the Notes Notes, this Indenture, the Note Guarantees and this Indenture the Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; provided that this clause (2) shall not apply to any merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets of a Guarantor with, into or to Xxxx Las Vegas, so long as, in the case of any consolidation or merger, Xxxx Las Vegas is the survivor of such consolidation or merger; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as (4) such transaction would not have result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective at no material adverse effect on the condition cost prior to or simultaneously with such loss, suspension or material impairment; (financial 5) such Issuer or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company Guarantor or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition is shall have been made (if other than the Company), will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company such Issuer or Guarantor immediately preceding the transaction (excluding the effect of the related professional fees, commissions, sales and other taxes, and other transactional costs that would otherwise reduce Consolidated Net Worth); (i) in the case of a consolidation or merger of such Issuer, such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, or (ii) in the case of a consolidation or merger of a Guarantor that is a Restricted Subsidiary of Xxxx Las Vegas or the sale, assignment, transfer, conveyance or other disposition of the property or assets of such Guarantor, the Issuers shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (7) such transaction, at the time it is undertaken, would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. (b) Notwithstanding the provisions of Section 5.01(a), a Guarantor may consolidate or merge with or into another Guarantor, or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to another Guarantor, so long as (1) the conditions in clauses (3), (4) and (7) of Section 5.01(a) are satisfied, and (2) such Guarantor or the Person formed by or surviving any such consolidation or merger, or the Guarantor to which such sale, assignment, transfer, conveyance or other disposition shall have been made, as the case may be, is Solvent. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries tono Issuer or Guarantor may, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . This Section 5.01 shall not apply to: to a sale, assignment, transfer, conveyance or other disposition of assets (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or excluding any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and that would otherwise be subject to this Section 5.01 from a Person that is a Guarantor to a Person, other than Xxxx Las Vegas, that is not a Guarantor): (1) to Xxxx Las Vegas and/or its Restricted Subsidiaries Subsidiaries, (2) between Wynn Resorts Holdings and Xxxxxxx Xxxxxx, excluding a transfer of any or all of the Golf Course Land, unless such Golf Course Land is then a Released Asset, (3) by (i) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor to (ii) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or (4) by any Wynn Group Entity to any Restricted Entity. For purposes of this Section 5.01, a sale of properties or assets by a Guarantor shall not constitute a sale of "substantially all of the properties or assets" of that Guarantor if, following that sale, the Guarantor owns or holds (1) any of the Water Rights for the Project (excluding Water Rights that are Guarantorsthen Released Assets) or (2) any of the Phase II Land or the Golf Course Land (excluding any such land that is then a Released Asset). Notwithstanding the provisions of this Section 5.01, Xxxx Las Vegas and each Guarantor are permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.

Merger, Consolidation or Sale of Assets. (a) The Company will not, and Issuer will not permit any of consolidate with or merge with or into, or convey, transfer or lease all or substantially all its Restricted Subsidiaries assets to, directly or indirectlyany Person, unless: (1) consolidate the Issuer is the surviving corporation or merge with the resulting, surviving or into another transferee Person other than the Issuer (whether the "Successor Company") will be a corporation organized and existing under the laws of any country that is a Member State, Bermuda, the Cayman Islands, the United States of America, any State thereof or the District of Columbia and the Successor Company will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Issuer which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary is at the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose time of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction), no Default or Event of Default existsshall have occurred and be continuing; D. except (3) immediately after giving effect to such transaction, the Issuer, if it is the surviving corporation, or the Successor Company, would be able to Incur an additional £1.00 of Indebtedness under paragraph (a) of Section 4.09; (4) each Note Guarantor (unless it is the other party to the extent waived transaction above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person's obligations in respect of this Indenture and the FCC Notes; and (5) the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the provisions described in this paragraph; provided, that in giving such opinion, such counsel may rely on an Officer's Certificate as would to compliance with clauses (2) and (3) above and as to any matters of fact. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but the predecessor Issuer in the case of a conveyance, transfer or lease of all or substantially all its assets will not have a material adverse effect be released from the obligation to pay the principal of and interest on the condition Notes. Clauses (financial 2) and (3) of this Section 5.01(a) will not apply to any transaction in which (A) any Restricted Subsidiary consolidates with, merges into or otherwise), results transfers all or part of operations, business its properties and assets to the Issuer or prospects (B) the Issuer consolidates or merges with or into or transfers all or substantially all of its assets to (i) an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company and Issuer, reincorporating the Issuer in another jurisdiction or changing its legal structure to a corporation or other entity or (ii) a Restricted Subsidiaries, taken Subsidiary so long as a whole, all assets of the Company Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the consummation thereof. (b) The Company immediately preceding the transaction. In addition, the Company and each Note Guarantor will not, and each Note Guarantor and the Issuer will not permit any of its Restricted Subsidiaries Subsidiary Guarantor to, directly consolidate with or indirectlymerge with or into, or convey, transfer or lease all or substantially all of the properties and its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply toPerson unless: (1) the resulting, surviving or transferee Person if other than such Note Guarantor (the "Successor Guarantor") will be a merger corporation organized and existing under the laws of a country that is a Member State, Bermuda, the Company Cayman Islands, the United States of America, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) will expressly assume, by a Restricted Subsidiary supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orsuch Note Guarantor under its Note Guarantee; (2) immediately after giving effect to such transaction (and treating any consolidation or merger, Indebtedness not previously an obligation of such Note Guarantor which becomes an obligation of the Successor Guarantor or any saleRestricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), assignmentno Default or Event of Default shall have occurred and be continuing; and (3) the Issuer will have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, transfereach stating that such consolidation, conveyancemerger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that in giving such opinion, lease or other disposition such counsel may rely on an Officer's Certificate as to compliance with clause (2) above and as to any matters of assets between or among the Company and its Restricted Subsidiaries that are Guarantorsfact.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Issuer is the surviving corporationentity); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary Issuer is the surviving corporation or entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Issuer under the Notes and Notes, this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture hereto or other appropriate agreement; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) if the Issuer is not the surviving entity, the Issuer has delivered to the extent waived by the FCC Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or as would not have a material adverse effect on the condition disposition and such supplemental indenture or other appropriate agreement (financial or otherwise), results of operations, business or prospects of the Company if any) comply with this Indenture and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation conditions precedent therein relating to such transaction have been satisfied; provided that clause (3) shall not apply to any sale of assets of a Subsidiary to the Issuer or another Subsidiary or the merger or consolidation of a Subsidiary into any Subsidiary or the Issuer. (b) Notwithstanding anything to the contrary in this Indenture or the Notes, any Qualified Retail Asset Sale shall not constitute a sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transferlease, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and or assets of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole. (c) Notwithstanding Section 5.01(a), in one or more related transactions, the Issuer is permitted to reorganize as any other Person. 6.01 will not apply toform of entity in accordance with the procedures established in this Indenture; provided that: (1) a merger the reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or otherwise) of the Company or Issuer into a Restricted Subsidiary form of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orentity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any consolidation state thereof or mergerthe District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Issuer under the Notes, this Indenture pursuant to a supplemental indenture hereto or other appropriate agreement; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not materially adverse to the Holders of Notes (for purposes of this clause (5), it is stipulated that such reorganization shall not be considered materially adverse to the Holders of Notes solely because the successor or survivor of such reorganization (A) is subject to federal or state income taxation as an entity or (B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any salesimilar state or local law); and (6) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, assignment, transfer, conveyance, lease each stating that such reorganization and such supplemental indenture or other disposition of assets between or among the Company appropriate agreement (if any) comply with this Indenture and its Restricted Subsidiaries that are Guarantorsall conditions precedent therein relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person or Persons; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (i) is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia, and (ii) assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; B. if the Company or such Restricted Subsidiary is a party (2) immediately after giving effect to such transaction, no Default or Event of Default exists; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwiseCompany), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; and (4) each Subsidiary Guarantor, unless such Subsidiary Guarantor is made the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (if whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Company)Company or another Subsidiary Guarantor, will have Consolidated Net Worth unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) the transaction equal to Person acquiring the property in any such sale or greater than disposition or the Consolidated Net Worth Person formed by or surviving any such consolidation or merger is a corporation organized or existing under the laws of the Company immediately preceding United States, any state thereof or the transactionDistrict of Columbia and assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or (b) such sale or other disposition complies with Section 4.11 hereof, including the application of the Net Proceeds therefrom. In addition, neither the Company will not, and will not permit nor any of its Restricted Subsidiaries toSubsidiary may, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . Clause (3) of the first paragraph of this Section 5.01 shall not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) to any consolidation or merger, or any consolidation, sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or survivor) or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation Person; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the extent waived by same had occurred at the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects beginning of the Company and its Restricted Subsidiariesapplicable four-quarter period, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; andeither E. (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition is made has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), will have Consolidated Net Worth immediately after the transaction or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, ; and (5) the Company will nothas delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and will not permit any of its Restricted Subsidiaries tosuch supplemental indenture, directly or indirectlyif any, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personcomply with this Indenture. 6.01 (b) This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries that are Guarantorsfor any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The (a) Neither the Parent nor the Company will notwill, and will not permit any in a single transaction or series of its Restricted Subsidiaries torelated transactions, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Parent or such Restricted Subsidiary the Company, as the case may be, is the surviving corporation); or (2) , or directly and/or indirectly through its Subsidiaries, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of (determined on a consolidated basis for the Company Parent or the Company, as the case may be, and its Restricted Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another Personcorporation, Person or entity unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, (i) either (i) the Company or such Restricted Subsidiary the Parent, as the case may be, is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (the "SURVIVING ENTITY") is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made Columbia and assumes all the obligations of the Company or such Restricted Subsidiary the Parent, as the case may be, under the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; C. (ii) immediately after giving effect to such transaction and treating any obligation of the Company in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no Default or Event of Default existshas occurred and is continuing; D. except (iii) if such transaction involves the Company, the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant Section 4.09(a); (iv) each Guarantor, unless it is the other party to the extent waived transaction described above, has by supplemental indenture confirmed that its Guarantee applies to the FCC Surviving Entity's obligations under this Indenture and the Notes; (v) if any of the property or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects assets of the Company and its Restricted Subsidiaries, taken as a whole, the Company and or any of its Restricted Subsidiaries have obtained all required FCC consents under would thereupon become subject to any Lien, the Communications Act provisions of Section 4.12 hereof are complied with; and (vi) the Company or the Parent, as the case may be, delivers or causes to be delivered, to the Trustee, in relation form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such saletransaction complies with the requirements of this Indenture. (b) No Subsidiary Guarantor shall consolidate with or merge with or into any other Person or convey, assignmentsell, assign, transfer, conveyance, lease or otherwise dispose of its properties and assets substantially as an entirety to any other disposition; and E. Person (other than the Company or another Subsidiary Guarantor) unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such saleproperties and assets are transferred assumes all of the obligations of such Subsidiary Guarantor under this Indenture and its Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; (ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (iii) the Subsidiary Guarantor delivers, or causes to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction complies with the requirements of this Indenture. For purposes of the foregoing, the transfer (by lease, assignment, transfersale or otherwise, conveyance in a single transaction or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to series of transactions) of all or greater than the Consolidated Net Worth substantially all of the Company immediately preceding the transaction. In additionproperties or assets of one or more Restricted Subsidiaries, the Company will not, and will not permit any Capital Stock of its Restricted Subsidiaries to, directly or indirectly, lease which constitutes all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a wholeCompany, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger substantially all of the Company or a Restricted Subsidiary properties and assets of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are GuarantorsCompany.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if such Person is a limited liability company or partnership, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state of the United States or the District of Columbia becomes a co-issuer of the Notes in connection therewith; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory a supplemental indenture and a supplemental registration rights agreement to the TrusteeRegistration Rights Agreement, as applicable; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (B) have a Fixed Charge Coverage Ratio that is made (if other no less than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are GuarantorsSubsidiaries.

Merger, Consolidation or Sale of Assets. a. The Company will not, and will Guarantor may not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate with or merge with or into another Person (whether or not the Company or such Restricted Subsidiary Guarantor is the surviving Person) another corporation); or (2) sell, assignPerson or entity, transferwhether or not affiliated with the Guarantor, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either unless (i) subject to the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws provisions of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transactionSection 8(b), the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryGuarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture Guarantor, pursuant to agreements a supplemental Guarantee in form and substance reasonably satisfactory to the Trustee; C. , under the Guarantee; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; D. except ; and (iii) the Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects Fixed Charge Coverage Ratio test set forth in Section 4.09 of the Company Indenture; provided, however, that the foregoing will not apply to the consolidation or merger of the Guarantor with and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. into the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personanother Guarantor. 6.01 will not apply to: (1) b. In the event of a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease sale or other disposition of all of the assets between of the Guarantor, by way of merger, consolidation or among otherwise, or a sale or other disposition of all of the Company capital stock of the Guarantor, then the Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of the Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of the Guarantor) will be automatically and its Restricted Subsidiaries unconditionally released and relieved of any obligations under this Guarantee; provided that the Net Proceeds of such sale or other disposition are Guarantorsapplied in accordance with Section 4.10 of the Indenture.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1i) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or entity (iiprovided that if such entity is not a corporation, a corporate co-obligor will become a co-issuer of the Notes and assume all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee); or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person corporation to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) either (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or (if other ii) the Company's Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available after giving pro forma effect to such transaction and any related financing transactions as of the beginning of such four-quarter period would be not less than the Company), will have Consolidated Net Worth 's Fixed Charge Coverage Ratio for such four-quarter period immediately after the transaction equal prior to or greater than the Consolidated Net Worth of the Company immediately preceding the such transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 5.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; orjurisdiction or for the purpose of collapsing a holding company structure; (2) 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 (3) the merger transactions among the Company and its Restricted Subsidiaries that are Guarantorsdescribed in the Offering Memorandum under the caption "The Transactions."

Merger, Consolidation or Sale of Assets. The Company will not, and will may not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) , or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either Person unless (ia) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such that sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary under the Registration Rights Agreement, the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; C. ; (c) immediately after such transaction, that transaction no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition ; and (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. d) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such that sale, assignment, transfer, conveyance or other disposition is shall have been made (i) will, at the time of such transaction and after giving pro forma effect thereto as if other that 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (ii) would, together with its Restricted Subsidiaries, have a higher Fixed Charge Coverage Ratio immediately after that transaction (after giving pro forma effect thereto as if that transaction had occurred at the beginning of the applicable four-quarter period) than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, immediately prior to any other Person. 6.01 that transaction. The foregoing clause (d) will not apply to: prohibit (1i) a merger between the Company and a Wholly Owned Subsidiary of Parent created for the purpose of holding the Capital Stock of the Company or Company; (ii) a Restricted Subsidiary of merger between the Company with and a Wholly Owned Restricted Subsidiary; or (iii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or mergerState of the United States so long as, or any salein each 57 case, assignment, transfer, conveyance, lease or other disposition the amount of assets between or among Indebtedness of the Company and its Restricted Subsidiaries that are Guarantorsis not increased thereby. The Company will not lease all or substantially all of its assets to any Person.

Merger, Consolidation or Sale of Assets. (a) The Company will notshall not consolidate with, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of transfer all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, (in one transaction or more a series of related transactions) to, any Person or permit any party to another Person, merge with or into it unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company shall be the continuing Person, or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Successor Company") formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition has been made is the properties and assets of the Company are transferred shall be a corporation organized or and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; B. if Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Company or such Restricted Subsidiary is a party Trustee, in form satisfactory to such transactionthe Trustee, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteeand this Indenture remains in full force and effect; C. (ii) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been incurred by the Company, the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default existsor Default shall have occurred and be continuing; D. (iii) except to in the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results case of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company with a Wholly-owned Subsidiary (which does not have assets or liabilities in excess of $1 million) of a newly-formed holding company for the sole purpose of forming a holding company structure, the Company or the Successor Company, as applicable, could, after giving pro forma effect to such transaction, Incur $1.00 of Indebtedness pursuant to Section 4.03(a); and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture (provided that the Opinion of Counsel will not be required to cover compliance with any financial tests or financial covenants). (b) Notwithstanding clauses (ii) and (iii) of Section 5.01(a), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; or. Notwithstanding Section 5.01(a), the Permitted Aetna Transactions shall not be deemed to be a transfer of all or substantially all the assets of the Company. (2c) any consolidation or mergerThe Successor Company shall succeed to, or any saleand be substituted for, assignmentand may exercise every right and power of, transferthe Company under this Indenture, and the predecessor Company in the case of a conveyance, transfer or lease of all or other disposition substantially all its assets shall be released from all obligations under this Indenture, including, without limitation, any obligation to pay the principal of assets between or among and interest on the Company and its Restricted Subsidiaries that are GuarantorsNotes.

Merger, Consolidation or Sale of Assets. The Company will notPursuant to Section 301(15) of the Base Indenture, and will not permit so long as any of its Restricted Subsidiaries tothe Notes are outstanding, directly or indirectlythe following provision shall replace Section 801 of the Base Indenture for purposes of the Notes: (1a) The Company shall not consolidate with or merge with or into another Person (whether into, any other Person, or not the Company or such Restricted Subsidiary is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of transfer all or substantially all of the properties or its assets of the Company to, any entity unless permitted by law and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either unless (i) the Company resulting, surviving or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to transferee entity, which such saleshall be a corporation, assignmentpartnership, transfer, conveyance limited liability company or other disposition has been made is a corporation entity organized or and existing under the laws of the United States, any state of the United States or a State thereof or the District of Columbia; B. if , assumes by supplemental indenture, in a form reasonably satisfactory to the Company or such Restricted Subsidiary is a party to such transactionTrustee, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. First Supplemental Indenture, (ii) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default exists; D. except shall have occurred and be continuing, (iii) immediately after giving effect to such transaction on a pro forma basis, the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects net worth of the Company and its Restricted Subsidiaries, taken as surviving or transferee entity on a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition stand-alone basis is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction at least equal to or greater than the Consolidated Net Worth of the Company immediately preceding the prior to such transaction. In addition, ; and (iv) the Company will not, or the surviving or transferee entity thereof would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the provisions described in paragraph (b) under Section 5.02 hereof. The provisions of clause (iii) or clause (iv) above shall not apply to a transaction or series of related transactions in which the sole participants are Restricted Subsidiaries of the Company or to a transaction between the Company and will not permit any one or more of its Restricted Subsidiaries, subject to any limitations on mergers involving Subsidiary Guarantors. (b) For purposes of clause (a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries toof the Company, directly or indirectlywhich properties and assets, lease if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as Company, on a wholeconsolidated basis, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger substantially all of the Company properties and assets of the Company. Thereafter such successor corporation or a Restricted Subsidiary of corporations shall succeed to and be substituted for the Company with an Affiliate solely for the purpose same effect as if it had been named herein as the “Company” and all such obligations of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantorspredecessor corporation shall terminate.

Merger, Consolidation or Sale of Assets. The (a) Neither the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: nor the Parent Guarantor will: (1x) consolidate or merge with or into another any Person; or (y) sell, convey, transfer or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, to any Person unless: (whether or not i) either (x) the Company or the Parent Guarantor, as applicable, is the continuing Person or (y) the resulting, surviving or transferee Person (the “Surviving Company”) is a corporation, partnership (including a limited partnership), trust or limited liability company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other agreement or supplement, as applicable) all of the obligations of its predecessor under the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable; (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; (iii) immediately after giving effect to the transaction on a pro forma basis, the Parent Guarantor (or the Surviving Company, as applicable) (i) could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the Fixed Charge Coverage Ratio of the Parent Guarantor immediately prior to such transaction; and (iv) the Parent Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (or other agreement or instrument, as applicable) (if any) comply with the Indenture; provided, that clauses (ii) and (iii) shall not apply (A) to the consolidation, merger, sale, conveyance, transfer or other disposition of either the Company or the Parent Guarantor with or into a Wholly Owned Restricted Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Wholly Owned Restricted Subsidiary with or into either the Company or the Parent Guarantor or (B) if, in the good faith determination of the Board of Directors of the Parent Guarantor, whose determination is evidenced by a Board Resolution, the surviving corporationsole purpose of the transaction is to change the jurisdiction of formation or incorporation of the Company or the Parent Guarantor, as applicable. (b) Neither the Company nor the Parent Guarantor shall lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company or the Parent Guarantor, as applicable, is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Parent Guarantor, as applicable, under the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Successor Company had been named as the Company or the Parent Guarantor, as applicable, in the Indenture. Upon any such substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under the Indenture, the Notes and the other Note Documents, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture, its Note Guaranty and the other Note Documents as set forth in Article X. (d) The Co-issuer shall not consolidate or merge with or into any Person, or permit any Person to merge with or into the Co-issuer unless: (i) concurrently therewith, a corporate Wholly Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia (which may be the continuing Person as a result of such transaction) shall expressly assume, by a supplemental indenture (or other agreement or instrument, as applicable), all of the obligations of the Co-issuer under the Indenture, the Notes and the other Note Documents; or (2ii) after giving effect thereto, at least one obligor on the Notes shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof; and (iii) immediately after such transaction, no Default has occurred and is continuing. (e) No Subsidiary Guarantor may (i) consolidate or merge with or into any Person, or (ii) sell, assignconvey, transfer, convey transfer or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a wholeSubsidiary Guarantor’s assets, in one transaction or more a series of related transactions, to another any Person, unless: A. if (A) the other Person is the Parent Guarantor, the Company or such any Restricted Subsidiary that is a party to such Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction, ; or (B) (1) either (ix) the Company or such Restricted Subsidiary Guarantor is the surviving corporation continuing Person or (iiy) the resulting, surviving or transferee Person formed expressly assumes by or surviving any such consolidation or merger supplemental indenture (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized agreement or existing under the laws instrument, as applicable) all of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary Guarantor under its Note Guaranty and the Notes other Note Documents; and this Indenture pursuant to agreements reasonably satisfactory (2) immediately after giving effect to the Trustee; C. immediately after such transaction, no Default or Event of Default exists;has occurred and is continuing; or D. except to (C) the extent waived by the FCC or as would not have transaction constitutes a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance sale or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to including by way of consolidation or greater than the Consolidated Net Worth merger) of the Company immediately preceding Subsidiary Guarantor or the transaction. In addition, the Company will not, and will not permit any sale or disposition of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, Subsidiary Guarantor (in one or more related transactions, each case other than to any other Person. 6.01 will not apply to: (1) a merger of the Company Parent Guarantor or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company Subsidiary) in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease a transaction or other disposition of assets between or among circumstance that does not violate the Company and its Restricted Subsidiaries that are GuarantorsIndenture.

Merger, Consolidation or Sale of Assets. The Neither the Company will not, and will not permit nor any of its Restricted Subsidiaries toGuarantor may, directly or indirectly: (i) consolidate with or merge into any other Person; or (ii) convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company and the Guarantors shall not permit any Person to consolidate with or merge into the Company or any Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Company or any of the Guarantors, unless: (1) in case the Company or any Guarantor (subject to Section 1205 hereof) shall consolidate with or merge with or into another Person (whether or not convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company or such Restricted Subsidiary any Guarantor is merged or the surviving corporation); or (2) sell, assign, Person which acquires by conveyance or transfer, convey or otherwise dispose of all or substantially all of which leases, the properties or and assets of the Company or any Guarantor substantially as an entirety shall be a Corporation shall be organized and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) the Company or such Restricted Subsidiary is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or validly existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of ColumbiaColumbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, all the Notes and the performance or observance of every covenant of this Indenture on the part of the Company or any Guarantor to be performed or observed by such consolidation or into which the Company or any Guarantor shall have been merged or by the Person which shall have acquired the Company's or any Guarantor's assets; B. if (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Guarantor as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary is a party to such transaction, Guarantor at the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations time of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after such transaction, no Default or Event of Default existsDefault, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise)3) if, results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving result of any such consolidation or merger or to which such saleconveyance, assignmenttransfer or lease, transfer, conveyance properties or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its or any Guarantor that is a Restricted Subsidiaries taken as Subsidiary would become subject to a wholeLien which would not be permitted by this Indenture, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby; and (4) the Company with has delivered to the Trustee an Affiliate solely for the purpose Officers' Certificate and an Opinion of reincorporating the Company in another jurisdiction; or (2) any consolidation or Counsel, each stating that such consolidation, merger, or any sale, assignment, transfer, conveyance, transfer or lease or other disposition of assets between or among the Company and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and its Restricted Subsidiaries that are Guarantorsall conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1x) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or ) or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture pursuant and the other Note Documents; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to agreements reasonably satisfactory to the Trusteethis Indenture by a supplemental indenture; C. (3) immediately after such transactiontransaction or transactions, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. 4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is made has been made, would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (b) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (5) any Collateral owned by or transferred to the Person formed by or surviving any such consolidation or merger (if other than the Company)) or the Person to which such sale, will have Consolidated Net Worth immediately after assignment, transfer, conveyance or other disposition has been made continues to constitute Collateral under the transaction equal Note Documents, subject to the Parity Liens, except as permitted by this Indenture or greater than the Consolidated Net Worth other Note Documents. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the Company immediately preceding properties and assets of one or more Subsidiaries of the transaction. In additionCompany, which properties and assets, if held by the Company will notinstead of such Subsidiaries, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as on a wholeconsolidated basis, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger substantially all of the properties and assets of the Company. Notwithstanding the restrictions described in Section 5.01(4), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, the Company or may merge into a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) , and any consolidation Restricted Subsidiary may consolidate with, merge into or merger, transfer all or any sale, assignment, transfer, conveyance, lease or other disposition part of its properties and assets between or among the Company and its to another Restricted Subsidiaries that are GuarantorsSubsidiary.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or corporation; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under this Guarantee Agreement and the Notes and this Indenture Security Documents pursuant to agreements a supplemental guarantee agreement reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is made has been made: (if other than the Company), will A) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) would, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (i) have a pro forma Fixed Charge Coverage Ratio that is at least equal to the actual Fixed Charge Coverage Ratio of the Company as of such date or (ii) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a). In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will not apply to. Notwithstanding the foregoing: (1) a merger of the Company or a any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary of the Company; and (2) the Company may merge with an Affiliate solely for the purpose of reincorporating the Company or re-forming in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporationentity); or or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation entity; or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; B. if Columbia (the Company or such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; C. (iii) immediately after such transaction, no Default or Event of Default exists;; and D. except (iv) the Company delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects execution of the Company and its Restricted Subsidiaries, taken as a wholesupplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, lease, conveyance, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance transfer or other disposition is made (if other than of all or substantially all of the properties and assets of one or more Subsidiaries of the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of which properties and assets, if held by the Company immediately preceding the transaction. In additioninstead of such Subsidiaries, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Personassets of the Company. 6.01 will not apply to: (1c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a merger sale, transfer or disposition of the properties or assets of the Company or a Restricted Subsidiary and its Subsidiaries that, in the aggregate accounted for no more than two-thirds of the Company’s aggregate EBITDA during the four most recent consecutive fiscal quarters prior to the date of such sale, transfer or disposition for which financial statements are available (as specified in an Officers’ Certificate delivered to the Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (d) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a) (ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company with an Affiliate solely for the purpose of reincorporating shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in another jurisdiction; orthe case of a lease of all or substantially all its assets, the predecessor shall not be so released. (2e) any consolidation or mergerNotwithstanding the foregoing, or any clause (iii) of Section 5.01(a) shall not apply to (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Subsidiary (provided that, in the event that are Guarantorssuch Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Company or another Guarantor) or (C) the Company merging with an Affiliate solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, convey lease, convey, or otherwise dispose of all or substantially all of the properties or and assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party (i) immediately after giving effect to such transaction, either no Default or Event of Default exists; (iii) either: (A) the Company or such Restricted Subsidiary is the surviving corporation Person (and each Guarantor’s Note Guarantee will continue to apply to the obligations of the Company in accordance with the Notes, the Note Guarantees and this Indenture following the consummation of such transaction); or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has will have been made (i) is a corporation Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia, provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation and (ii) assumes via supplemental indenture all the obligations of the Company under the Notes and this Indenture; B. if (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company Company), or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has will have been made assumes made, (i) will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (ii) would have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio immediately prior to giving effect to such transaction; and (iv) the Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating that such transaction and such supplemental indenture (if any) 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, however, that Section 5.01(a)(iii) hereof shall not apply (A) if, in the obligations good faith determination of the Company or Company, whose determination shall be evidenced by an Officers’ Certificate, the principal purpose of such Restricted Subsidiary under transaction is to change the Notes state of incorporation of the Company, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. immediately after any such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would transaction shall not have a material adverse effect on as one of its purposes the condition (financial or otherwise), results of operations, business or prospects evasion of the Company and its Restricted Subsidiariesforegoing limitations; or (B) to any consolidation, taken as a wholemerger, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, conveyance or other disposition; and E. disposition of assets between or among the Company and any Restricted Subsidiary. (b) Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by or surviving any such consolidation or merger into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (if so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other than disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. In additionand may exercise every right and power of, the Company will notunder this Indenture with the same effect as if such successor Person had been named as the Company in this Indenture, and will not permit any the predecessor Company, except in the case of a lease, shall be released from its obligations under this Indenture and the Notes. (c) The Company and the Restricted Subsidiaries toshall not, directly or indirectly, lease all or substantially all of the properties and or assets of the Company and its the Restricted Subsidiaries taken considered as a wholeone enterprise, in one or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) 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 that are Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: indirectly (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or , or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either unless (i) either (A) the Company or such Restricted Subsidiary is the surviving corporation or (iiB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; B. if the Company or Columbia (any such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving any such consolidation or merger “Successor Company”), (if other than ii) the Successor Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; C. , (iii) immediately after such transaction, transaction no Default exists, and (iv) the Company or Event the Successor Company shall, on the date of Default exists; D. except such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 extent waived by Fixed Charge Coverage Ratio test set forth in the FCC first paragraph of Section 4.09 hereof. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or as would not have (B) a material adverse effect on merger between the condition Company and an Affiliate with no liabilities (financial or otherwiseother than de minimis liabilities), results provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of operationsreincorporating the Company in another state of the United States, business or prospects so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transactionnot increased thereby. In addition, the Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 will . The provisions of this Section 5.01 shall not apply to: (1) be applicable to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries that are any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1i) consolidate or merge with or into another Person Person; (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or (2ii) sell, assignconvey, transfer, convey transfer or otherwise dispose of all or substantially all of the properties its assets as an entirety or assets of the Company and its Restricted Subsidiaries taken as a wholesubstantially an entirety, in one transaction or more a series of related transactions, to another any Person; or (iii) permit any Person to merge with or into the Company, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (A) the Company or such Restricted Subsidiary is the surviving corporation or continuing Person; or (iiB) the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or and validly existing under the laws of the United States, States of America or any state jurisdiction thereof and expressly assumes by supplemental indenture all of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under this Indenture, the Notes and this Indenture pursuant the Security Documents to agreements reasonably satisfactory which it is a party; (2) immediately after giving effect to the Trustee; C. immediately after such transaction, no Default or Event of Default existshas occurred and is continuing; D. except (3) immediately after giving effect to the extent waived by the FCC or as would not have transaction on a material adverse effect on the condition (financial or otherwise)pro forma basis, results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the resulting surviving or transferee Person formed by would be in compliance with Sections 4.03, 4.04, 4.26 and 4.27 hereof (in the case of Sections 4.04, 4.26 and 4.27, calculated on a Pro Forma Basis giving effect to such transaction and, if applicable, the redemption or surviving any repurchase of the maximum principal amount of Notes as may be required under Section 4.12(b) as if the date of the transaction was a date on which such covenants are required to be tested); and (4) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (on which the Trustee may conclusively and exclusively rely), each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided, that clauses (2) and (3) do not apply (i) to the consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition is made (if other than the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding with or into a Wholly Owned Subsidiary or the transaction. In additionconsolidation or merger of a Wholly Owned Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors, whose determination is evidenced by a Resolution of the Board of Directors, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company. (b) The Company will not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets its assets, whether in one transaction or a series of the Company and its Restricted Subsidiaries taken as a wholetransactions, in to one or more related transactions, to any other PersonPersons. 6.01 will (c) The foregoing clauses (a) and (b) shall not apply to: to (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2i) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition transfer of assets between or among the Company and a Subsidiary Guarantor, (ii) any transfer of assets among Subsidiary Guarantors or (iii) any transfer of assets by a Subsidiary that is not a Subsidiary Guarantor to (x) another Subsidiary that is not a Subsidiary Guarantor or (y) the Company or any Subsidiary Guarantor. (d) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its Restricted Subsidiaries that are Guarantorsassets, the Company will be released from its obligations under this Indenture and the Notes. (e) Notwithstanding anything to the contrary in the foregoing, a Specified Asset Sale shall not constitute a sale, conveyance, transfer or disposal of all or substantially all of the assets of the Company.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or survivor) or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation Person; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the extent waived by same had occurred at the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects beginning of the Company and its Restricted Subsidiariesapplicable four-quarter period, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; andeither E. (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition is made has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), will have Consolidated Net Worth immediately after the transaction or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding the prior to such transaction. In addition, ; and (5) the Company will nothas delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. (b) Compliance with this Section 5.01 will not permit be required with respect to (1) any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets statutory conversion of the Company and its Restricted Subsidiaries taken as into a whole, in one form of entity other than a corporation or more related transactions, to any other Person. 6.01 will not apply to: (1) a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3), (4) and (5) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries that are Guarantorsfor any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or States, the District of Columbia; B. if Columbia or any territory thereof (the Company or such Restricted Subsidiary is a party to such transactionPerson, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Company) assumes all the obligations of the Company or such Restricted Subsidiary under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the extent waived by Fixed Charge Coverage Ratio test set forth in the FCC first paragraph of Section 4.9 or as would not have a material adverse effect on (b) the condition (financial or otherwise), results of operations, business or prospects of Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries, taken as a whole, Subsidiaries would be at least equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have obtained all required FCC consents by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Communications Act Notes and the Indenture. (b) Notwithstanding the foregoing, clauses (4) and (5) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor; (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in relation another jurisdiction; and (c) any Foreign Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to any other Foreign Subsidiary; provided that if the Foreign Subsidiary so consolidating, merging or transferring all or part of its properties and assets is a Foreign Subsidiary that is a Guarantor, such Foreign Subsidiary shall, substantially simultaneously with such merger, transfer or disposition, terminate its Guarantee and otherwise be in compliance with the terms of this Indenture. (c) For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance transfer or other disposition is made (if other than of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company), will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of which properties and assets, if held by the Company immediately preceding the transaction. In additioninstead of such Restricted Subsidiaries, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (d) The predecessor company will be released from its Restricted Subsidiaries taken as a wholeobligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in one the case of a lease of all or more related transactionssubstantially all its assets, the predecessor company will not be released from the obligation to any other Personpay the principal of and interest on the Notes. 6.01 will not apply to: (1e) a merger of the Company or a Restricted Subsidiary of the Company In connection with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, merger or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of all or substantially all of the assets between or among of the Company contemplated by this Section 5.1, the Company shall expressly assume the obligations under this Indenture and its Restricted Subsidiaries that are GuarantorsNotes by supplemental indenture and shall execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession.

Merger, Consolidation or Sale of Assets. The Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: A. if the Company or such Restricted Subsidiary is a party to such transaction, either (i1) either: (a) the Company or such Restricted Subsidiary is the surviving corporation corporation; or (iib) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state State of the United States or the District of Columbia; B. if the Company or such Restricted Subsidiary is a party to such transaction, (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; C. (3) immediately after such transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a whole, the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition is has been made (will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if other than the Company), will have Consolidated Net Worth immediately after same had occurred at the transaction equal to or greater than the Consolidated Net Worth beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09. The preceding clause (4) shall not prohibit a merger between the Company immediately preceding and an Affiliate with no substantial assets or liabilities for the transactionsole purpose of reincorporating the Company in another State of the United States or the District of Columbia. In addition, the Company will may not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the its properties and assets of the Company and its Restricted Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. 6.01 . This Section 5.01 will not apply to: (1) to a merger of the Company or a Restricted Subsidiary of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries that are GuarantorsSubsidiaries.