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

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company is the surviving corporation; 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, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States or the District of Columbia; (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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all the obligations of the Company under the Notes and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (aA) The Company will shall not, directly or indirectly: (x1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) directly or indirectly, sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either: : (a1) the Company is the surviving corporation; or or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2b) 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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction, no Default or Event of Default is continuingexists; (4d) 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, 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 period, (i) 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 (ii) hereofhave had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for such four-quarter period; and (5e) the Company delivers shall have delivered to the Trustee trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, (if any) comply with this covenant and that all conditions precedent provided for in this Indenture relating Indenture. (B) Neither of the Issuers will consolidate or merge with or into another Person (whether or not such Issuer is the surviving corporation) unless: (a) either: (1) such Issuer is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such transaction have sale, assignment, transfer, conveyance, lease or other disposition has been complied with.made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; 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) In additionthe Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, the Company will notassignment, directly or indirectlytransfer, conveyance, lease or other disposition has been made assumes all or substantially all the obligations of such Issuer under the properties or assets of it Notes, this Indenture and its Restricted Subsidiaries taken as a whole, in one or more related transactions, the Registration Rights Agreement pursuant to any other Person.agreements reasonably satisfactory to the Trustee; and (c) immediately after such transaction, no Default or Event of Default exists. Section 5.01(a)(35.01 (A) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all of among the assets or Company and the Restricted Subsidiaries. Sections 5.01(A)(c) and 5.01(A)(d) will not apply to any merger or consolidation of the Company (1) with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all one of the assets Restricted Subsidiaries for any purpose or merger or consolidation of the Company (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. Section 5.01(B) will not apply to any merger or consolidation of any Issuer (1) with or into one of the Restricted Subsidiaries for any purpose so long as the surviving corporation becomes a primary obligor of the Notes or (2) with or into an Affiliate solely for the purpose of reincorporating such Issuer in another jurisdiction for tax reasonsso long as the surviving corporation becomes a primary obligor of the Notes. 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, lease or other disposition has been made will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: , (xi) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company is the surviving corporationPerson; 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, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of any member state of the European Union as in effect on December 31Cayman Islands, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and the other Obligations under this Indenture,Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent, as applicable, provided that, if such Person is a limited liability company or a limited partnership, then the Company or such Person shall have the Notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests; and (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withexists. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its the Company or the Restricted Subsidiaries taken as a whole, in one or more related transactions, transactions to any other Person; provided, however, that for purposes of this Section 5.01, contracts for drilling services or charters entered into in the ordinary course of business shall not be considered leases regardless of their treatment under GAAP. (c) Clause (3) of paragraph (a) of this Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or a merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither STBV nor the Issuer may, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporationentity), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the its and STBV’s Subsidiaries’ properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) STBV or the Company Issuer, as applicable, is the surviving corporationentity; or (bB) the Person formed by or surviving any such consolidation or merger (if other than STBV or the CompanyIssuer, as applicable) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company) or Persons, as applicable, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a supplemental indenture entered into with limited liability company, there shall be a co-issuer of the TrusteeNotes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Notes Note Guarantee or the Notes, as the case may be, and this Indenture,Indenture pursuant to a supplemental indenture; (3iii) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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) hereofexists; and (5iv) the Company STBV delivers to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, Counsel stating that such consolidation, merger or transfer transaction complies with this Indenture and, in the case in which a supplemental indenture is entered intoif applicable, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction the execution of the supplemental indenture have been complied withsatisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two-thirds of STBV’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 STBV. (d) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(35.01(a)(ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) and Notwithstanding the foregoing, clause (iii) of Section 5.01(a)(45.01(a) above will shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of its properties and assets to STBV or to another Subsidiary of STBV (provided that, in the assets event that such Subsidiary is a Guarantor, it may consolidate with, merge into or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any salesell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of its properties and assets solely to the assets Issuer or merger another Guarantor) or consolidation of (C) the Company Issuer or STBV merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating the Company Issuer or STBV, as applicable, in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Parent will not, directly or indirectly: indirectly (x1) consolidate or merge with or into another Person (whether or not the Company Parent is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) either: (a) the Company Parent is the surviving corporation; or (b2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Parent under the Notes and Notes, the Note Guarantee, this Indenture,, the Intercreditor Agreement and the Collateral Documents; (3iii) immediately after such transaction, no Default or Event of Default is continuingexists; (4iv) the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, 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 (1) be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (2) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (v) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer comply with this Section 5.01(a). (b) The Issuer will not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) the Issuer is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the 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, 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 (i) be permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofor (ii) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (5v) the Company Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withSection 5.01(b). (bc) In addition, A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the Company terms of the Note Guarantee and Article 11 hereof) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation), lease or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of it such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) such Guarantor is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other Personthan such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, Hong Kong, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under the Notes, the Note Guarantee, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction), no Default or Event of Default exists; or (iv) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer comply with this Section 5.01(c). (cd) This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets, or substantially all consolidation or merger among the Issuer and the Guarantors or among any Guarantors; provided that, if the Issuer is not the surviving entity, the relevant Guarantor will assume the obligations of the assets or Issuer under the Indenture, the Intercreditor Agreement and (to the extent applicable), the Collateral Documents. Section 5.01(a)(iii) and (iv), Section 5.01(b)(iii) and Section 5.01(c)(iii) hereof will not apply to any merger or consolidation of the Company with Issuer or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company Guarantors with or into an Affiliate solely for the purpose of reincorporating the Company Issuer or such Guarantor in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: indirectly (xi) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company is the surviving corporationPerson; 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, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of any member state of the European Union as in effect on December 31Cayman Islands, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and the other Obligations under this Indenture,Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent, as applicable, provided that, if such Person is a limited liability company or a limited partnership, then the Company or such Person shall have the Notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) except with respect to a transaction solely between or among the Company and any of the Restricted Subsidiaries, 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, lease 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 on the beginning first day of the applicable four-quarter period period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio ratio test set forth in Section 4.09(a) hereof; and 4.08 (5) the Company delivers to the Trustee an Officer’s Certificate “Incurrence of Indebtedness and Opinion Issuance of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withPreferred Stock”). (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its the Company or the Restricted Subsidiaries taken as a whole, in one or more related transactions, transactions to any other Person; provided, however, that for purposes of this Section 5.01, contracts for drilling services or charters entered into in the ordinary course of business shall not be considered leases regardless of their treatment under GAAP. (c) Section 5.01(a)(3Clauses (3) and (4) of paragraph (a) of this Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or a merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company is the surviving corporation; 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, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States or the District of Columbia; (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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all the obligations of the Company under the Notes and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (a) The Company will shall not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States or the District of Columbia (including a 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); and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and this Indenture,; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (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, lease 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 (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section ‎Section 4.09(a) hereof; and or (5ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that for such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) four-quarter period. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above . This ‎Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all among the Company and its Restricted Subsidiaries. Clauses ‎(3) and ‎(4) of the assets or this ‎Section 5.01 will not apply to (1) any merger or consolidation of the Company (a) with or into another Guarantor and Section 5.01(a)(4one of its Restricted Subsidiaries for any purpose or (2) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) prior to or immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Consolidated Leverage Ratio remains the same or improves as a result of the transaction; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation) or in respect of the Russian Guarantors only, enter into any merger (sliyaniye obschestva), company accession (prisoedinyeniye obschestva), company division (razdelyeniye obschestva), company separation (vydelyeniye obschestva), company transformation (preobrazovaniye obschestva) or other company reorganisation (reorganisatsiya obschestva); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) in the case of CEDC International Sp. z o.o. (“CEDC International”) (i) CEDC International is the surviving entity or (ii) the Person formed by surviving such merger is incorporated in the same jurisdiction as the Guarantor subject to the merger, in the United States or in the European Union; (2) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (3) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Union Member State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loans and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company Parent will not, directly or indirectly: indirectly (x1) consolidate or merge with or into another Person (whether or not the Company Parent is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) either: (a) the Company Parent is the surviving corporation; or (b2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Parent under the Notes and Notes, the Note Guarantee, this Indenture,, the Intercreditor Agreement and the Collateral Documents; (3iii) immediately after such transaction, no Default or Event of Default is continuingexists; (4iv) the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, 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 (1) be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (2) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (v) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer comply with this Section 5.01(a). (b) The Issuer will not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) the Issuer is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the 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, 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 (i) be permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofor (ii) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (5v) the Company Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withSection 5.01(b). (bc) In addition, A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the Company terms of the Note Guarantee and Article 11 hereof) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation), lease or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of it such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) such Guarantor is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other Personthan such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, Hong Kong, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under the Notes, the Note Guarantee, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction), no Default or Event of Default exists; or (iv) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer comply with this Section 5.01(c). (cd) This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets, or substantially all consolidation or merger among the Issuer and the Guarantors or among any Guarantors; provided that, if the Issuer is not the surviving entity, the relevant Guarantor will assume the obligations of the assets or Issuer under this Indenture, the Intercreditor Agreement and (to the extent applicable), the Collateral Documents. Section 5.01(a)(iii) and (iv), Section 5.01(b)(iii) and Section 5.01(c)(iii) hereof will not apply to any merger or consolidation of the Company with Parent, the Issuer or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company Guarantors with or into an Affiliate solely for the purpose of reincorporating the Company Parent, the Issuer or such Guarantor in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Parent will not, directly or indirectly: indirectly (x1) consolidate or merge with or into another Person (whether or not the Company Parent is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) either: (a) the Company Parent is the surviving corporation; or (b2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Parent under the Notes and Note Guarantee, this Indenture,, the Intercreditor Agreement and the Collateral Documents; (3iii) immediately after such transaction, no Default or Event of Default is continuingexists; (4iv) the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, 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 (1) be permitted to incur at least US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (2) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (v) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01(a). (b) The Issuer will not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) the Issuer is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) the 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, 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 (i) be permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofor (ii) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to such transaction; and (5v) the Company Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withSection 5.01(b). (bc) In addition, A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the Company terms of the Note Guarantee and Article 11 hereof or the Parent) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation), lease or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of it such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (1) such Guarantor is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other Personthan such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union, Switzerland, South Africa, Canada, Hong Kong, the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under the Note Guarantee, this Indenture, the Intercreditor Agreement and the Collateral Documents; (iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction), no Default or Event of Default exists; or (iv) the Parent delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01(c). (cd) This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all assets among the Issuer and the Guarantors; provided that, if the Issuer is not the surviving entity, the relevant Guarantor will assume the obligations of the assets or Issuer under the Indenture, the Intercreditor Agreement and (to the extent applicable), the Collateral Documents. Section 5.01(a)(iii) and (iv), Section 5.01(b)(iii) and Section 5.01(c)(iii) hereof will not apply to any merger or consolidation of the Company with Issuer or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company Guarantors with or into an Affiliate solely for the purpose of reincorporating the Company Issuer or such Guarantor in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) the Company is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) the Person formed by Company or surviving any such consolidation or merger (if other than the Company) or Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a supplemental indenture entered into with limited liability company, there shall be a co-issuer of the Trustee, 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 Company, under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4iv) 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, lease or other disposition has been made would, on the date of such transaction immediately after giving pro forma effect thereto to such transaction and any related financing transactions transactions, as if the same had occurred at the beginning of the applicable four-quarter period period, either (A) the Successor Company 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; and or (5B) the Fixed Charge Coverage Ratio for the Successor Company delivers to and its Restricted Subsidiaries would be greater than such ratio for the Trustee an Officer’s Certificate Company and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating its Restricted Subsidiaries immediately prior to such transaction have been complied withtransaction. The foregoing provision shall also apply to any Guarantor, with the exception of clause (iv). (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of the Company. (c) Section 5.01(a)(3For avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company 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) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clauses (iii) and (iv) of Section 5.01(a)(45.01(a) above will shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries, (B) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of the its properties and assets or merger or consolidation of to the Company with or to another Restricted Subsidiary (provided, that, in the event that such Restricted Subsidiary is a Guarantor, it may consolidate with, merge into another Guarantor and Section 5.01(a)(4) above will not apply to any saleor sell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of the its properties and assets or merger or consolidation of solely to the Company or another Guarantor) or (C) the Company merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction for tax reasonsso long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. (ai) The Neither the Company will notnor the Parent shall, directly in a single transaction or indirectly: (x) series of related transactions, consolidate or merge with or into another Person (whether or not the Company or the Parent, as the case may be, is the surviving 50 corporation), or (y) 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 or the Parent, as the case may be, and its Subsidiaries which are Restricted Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another Personcorporation, Person or entity unless: (1) either: either (aA) the Company or the Parent, as the case may be, is the surviving corporation; corporation or (bB) 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, conveyancelease, lease conveyance or other disposition has shall have been made (the "Surviving Entity") is an entity a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States thereof or the District of Columbia; (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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, Columbia and assumes all the obligations of the Company or the Parent, as the case may be, under the Notes and this Indenture,Agreement pursuant to a supplemental agreement in a form reasonably satisfactory to the Holders; (32) 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 has occurred and is continuing; (43) if such transaction involves the Company, the Company (or the Person formed by or surviving any such consolidation or merger (Surviving Entity if other than the Company)Company is not the continuing obligor under this Agreement) could, or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period be permitted to period, incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to clause (i) of Section 5(i); (4) each Guarantor, unless it is the Fixed Charge Coverage Ratio test set forth in other party to the transaction described above, has by a supplemental agreement confirmed that its Guarantee applies to the Surviving Entity's obligations under this Agreement and the Notes; (5) if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.09(a5(l) hereofare complied with; and (56) the Company or the Parent, as the case may be, delivers or causes to be delivered, to each Holder, in form and substance reasonably satisfactory to the Trustee Holders, an Officer’s Officers' Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in transaction complies with the case in which a supplemental indenture is entered into, such supplemental indenture, comply with requirements of this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withAgreement. (bii) In additionNo Subsidiary Guarantor shall consolidate with or merge with or into any other Person or convey, sell, assign, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any other Person (other than the Company or another Subsidiary Guarantor) unless: (1) subject to the provisions of the following paragraph, the Company will notPerson formed by or surviving such consolidation or merger (if other than such Subsidiary Guarantor) or to which such properties and assets are transferred assumes all of the obligations of such Subsidiary Guarantor under this Agreement and its Guarantee, directly pursuant to a supplemental agreement to this Agreement in form and substance satisfactory to the Holders; (2) immediately after giving effect to such transaction, no Default or indirectlyEvent of Default has occurred and is continuing; and (3) the Subsidiary Guarantor delivers, lease or causes to be delivered, to the each Holder, in form and substance reasonably satisfactory to the Holders, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction complies with the requirements of this Agreement. (iii) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition be the transfer of all or substantially all of the properties and assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsCompany.

Merger, Consolidation or Sale of Assets. (a) The Neither the Company will notnor the Issuer will, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company or the Issuer (as applicable) is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company or the Issuer (as applicable) is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, assumes (a) by a supplemental indenture entered into with the Trustee, all the obligations of the Company or the Issuer (as applicable) under the Notes and this Indenture,Indenture (including the Company’s Note Guarantee, if applicable) and (b) all obligations of the Company or the Issuer (as applicable) under the Security Documents; (3) immediately after such transaction, no Default or Event of Default is continuing; (4) the Company or the Issuer (as applicable) or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer (as applicable)), or to which such sale, assignment, transfer, 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 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 delivers to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company or the Issuer (as applicable) with or into another the Issuer or a Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company or the Issuer (as applicable) with or into an Affiliate solely for the purpose of reincorporating the Company or the Issuer (as applicable) in another jurisdiction for tax reasons.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company is the surviving corporation; 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, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States or the District of Columbia; (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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all the obligations of the Company under the Notes and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another a Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) prior to or immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Consolidated Leverage Ratio remains the same or improves as a result of the transaction; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation) or in respect of the Russian Guarantors only, enter into any merger (sliyaniye obschestva), company accession (prisoedinyeniye obschestva), company division (razdelyeniye obschestva), company separation (vydelyeniye obschestva), company transformation (preobrazovaniye obschestva) or other company reorganisation (reorganisatsiya obschestva); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) in the case of CEDC International sp. z.o.o. (“CEDC International”) (i) CEDC International is the surviving entity or (ii) the Person formed by surviving such merger is incorporated in the same jurisdiction as the Guarantor subject to the merger, in the United States or in the European Union; (2) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (3) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Member Union State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loans and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: (a) the Company is the surviving corporation; 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, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) except in the case of a merger or consolidation of the Company with or into a Guarantor and except in the case of the Merger, either: (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, lease conveyance or other disposition has been made wouldwill, 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 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(a) hereof4.09; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.or (b) on the date of such transaction 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, the pro forma Fixed Charge Coverage Ratio of the Company will exceed the actual Fixed Charge Coverage Ratio of the Company on such date. In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties or assets of it and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly in a single transaction or indirectly: series of related transactions (x) including by means of a scheme of arrangement pursuant to which the Company becomes a Wholly Owned Subsidiary of another Person), consolidate or merge with or into another any Person (whether or not the Company is the surviving corporationor continuing Person), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s properties or and assets of (determined on a consolidated basis for the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries), to another Person, any Person unless: (a) either: (1) either: (a) the Company is shall be the surviving or continuing corporation; or , or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entity entirety (the “Surviving Entity”): (A) shall be a corporation organized or and validly existing under the laws of (i) England, (ii) any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of EU Country; or (iii) the United States of America, any State thereof or the District of Columbia;, and (2B) 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, lease or other disposition has been made assumesshall expressly assume, by a supplemental indenture entered into with (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations due and punctual payment of the Company under principal of, and premium, if any, and interest on all of the Notes and the performance and observance of every covenant of the Notes and this Indenture,Indenture on the part of the Company to be performed or observed; (3b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(2)(B) above (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred in connection with or in respect of such transaction), (i) the Company or such Surviving Entity, as the case may be, shall be able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to clause (1) of Section 4.09 hereof or (ii) the Consolidated Total Indebtedness to Consolidated EBITDA Ratio will decrease; (c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(2)(B) above (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default is shall have occurred or be continuing; (4d) each Note Guarantor (including Persons that become Note Guarantors as a result of the transaction) has confirmed by supplemental indenture that its Note Guarantee will apply for the Obligations of the Surviving Entity in respect of this Indenture and the Notes; (e) if the Company is organized under the laws of England and merges (including by means of a scheme of arrangement pursuant to which the Company becomes a Wholly Owned Subsidiary of another Person) with a corporation, or the Surviving Entity is, organized under the laws of the United States, any State thereof or the District of Columbia or the Company is organized under the laws of the United States, any State thereof or the District of Columbia and merges with a corporation, or the Surviving Entity is, organized under the laws of England, the Company or the Surviving Entity will have delivered to the Trustee an Opinion of Counsel from each of England and the United States (in form and substance reasonably satisfactory to the Trustee) to the effect that the Holders of the Notes will not recognize income, gain or loss for U.S. or the United Kingdom income tax purposes as a result of the transaction, and (f) the Company or the Person formed by or surviving any such consolidation or merger (if other than Surviving Entity has delivered to the Company)Trustee an Officer’s Certificate and an Opinion of Counsel, or to which such each stating that the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the transaction have been satisfied. The provisions of this Section 5.01 above will not apply to: (1) any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of properties and assets, of any Restricted Subsidiary to the Company or a Note Guarantor; or (2) any merger of the Company into a Wholly Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company, so long as, in each case the Indebtedness of the Company and its Restricted Subsidiaries taken as a whole is not increased thereby. Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this Section 5.01, in which the Company is not the continuing Person, the Surviving Entity formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made 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 Surviving Entity had been named as such. For the avoidance of doubt, compliance with this Section 5.01 will not affect the obligations of the Company (including a Surviving Entity, if applicable) under Section 4.15 hereof. Each Note Guarantor will not, and the Company will not cause or permit any Note Guarantor to, consolidate with or merge into, or sell or dispose of all or substantially all of its assets to, any Person (other disposition has been made would, on than the date Company) that is not a Note Guarantor unless: (1) such Person (if such Person is the Surviving Entity) assumes all of the obligations of such transaction after giving pro forma effect thereto Note Guarantor in respect of its Note Guarantee by executing a supplemental indenture 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 delivers to providing the Trustee with an Officer’s Certificate and Opinion of Counsel, and such transaction is otherwise in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply compliance with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.Indenture; (b2) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken such Note Guarantee is to be released as a whole, in one or more related transactions, to any other Person.provided under Section 11.05 hereof; or (c3) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease such sale or other disposition of all or substantially all of the such Note Guarantor’s assets or merger or consolidation of the Company is made in accordance with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasons4.10 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Consolidated Coverage Ratio remains the same or improves as a result of the transaction; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) in the case of CEDC International sp. z.o.o. (“CEDC International”) (i) CEDC International is the surviving entity or (ii) the Person formed by surviving such merger is incorporated in the same jurisdiction as the Guarantor subject to the merger, in the United States or in the European Union; (2) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (3) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Member Union State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loan and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither STBV nor the Issuer may, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporationentity), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the STBV’s and its Subsidiaries’ properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries assets, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) STBV or the Company Issuer, as applicable is the surviving corporationentity; or (bB) the Person formed by or surviving any such consolidation or merger (if other than STBV or the CompanyIssuer, as applicable) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003the United Kingdom (including any constituent country thereof), Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company) or Persons, as applicable, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a supplemental indenture entered into with limited liability company, there shall be a co-issuer of the TrusteeNotes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Notes Note Guarantee or the Notes, as the case may be, and this Indenture,Indenture pursuant to a supplemental indenture hereto; (3iii) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4iv) STBV 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 execution of the supplemental indenture hereto have been satisfied. Except as permitted under Article 10, no Guarantor other than STBV may consolidate or merge with or into another Person unless (i) either (x) such Guarantor is the surviving entity or (y) the Company or the Person formed by or surviving any such consolidation or merger entity (if other than such Guarantor) assumes all the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date obligations of such transaction after giving pro forma effect thereto Guarantor under its Note Guarantee 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 this Indenture pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered intoin substantially the form attached hereto as Exhibit E, and (ii) immediately after such supplemental indenturetransaction, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withno Default or Event of Default exists. (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV and its Subsidiaries on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of STBV and its Subsidiaries. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two-thirds of STBV’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 STBV and its Subsidiaries. (d) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(35.01(a)(ii) or the last sentence of Section 5.01(a), as applicable, the predecessor company shall be released from its obligations under this Indenture and the Successor Company (in the case of Section 5.01(a)(45.01(a)(ii)) above will or the surviving entity (in the case of the last sentence of Section 5.01(a)), as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, STBV, the Issuer or the relevant Guarantor, as applicable, under this Indenture and the Notes or the relevant Note Guarantee, but, in the case of a lease of all or substantially all its assets to a Successor Company, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clause (iii) of Section 5.01(a) shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among any of STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of its properties and assets to STBV or to another Subsidiary of STBV (provided that, in the assets event that such Subsidiary is a Guarantor, it may consolidate with, merge into or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any salesell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of its properties and assets solely to the assets Issuer or merger another Guarantor) or consolidation of (C) STBV or the Company Issuer merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating STBV or the Company Issuer, as applicable, in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither of the Issuers may, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), ; or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company such Issuer is the surviving corporationsurvivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state or territory 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 Partnership is not a corporation (unless a different Subsidiary of the Partnership which is a corporation becomes a co-issuer of the Notes in lieu of Finance Corp.); (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company such Issuer under the Notes and Notes, this Indenture,, and the Security Documents; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) in the Company case of a transaction involving the Partnership and not only Finance Corp., either: (a) the Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made wouldwill, 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-four quarter period 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) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Partnership or the Person formed by or surviving any such consolidation or merger (if other than the Partnership), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Partnership immediately before such transactions; and (5) the Company delivers such Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a disposition and such supplemental indenture is entered into, such supplemental indenture, (if any) and any related joinders or other agreements comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withIndenture. (b) In additionNotwithstanding the restrictions described in Section 5.01(a)(4) hereof, the Company will notany Restricted Subsidiary (other than Finance Corp.) may consolidate with, directly merge into or indirectly, lease dispose of all or substantially all part of its properties and assets to the properties Partnership without complying with Section 5.01(a)(4) in connection with any such consolidation, merger or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Persondisposition. (c) Notwithstanding Section 5.01(a)(35.01(a) hereof, the Partnership 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 Partnership 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 or territory thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Partnership under the Notes, this Indenture and Section 5.01(a)(4the Security Documents pursuant to the terms of the Notes, this Indenture and the Security Documents; (4) above immediately after such reorganization no Default (other than a Reporting 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 apply be considered materially adverse to any sale, assignment, transfer, conveyance, lease the Holders or other disposition of all or substantially all Beneficial Owners of the assets Notes solely because the successor or merger survivor of such reorganization (a) is subject to federal or consolidation 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 Company with Code or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease similar state 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 reasonslocal law).

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly in a single transaction or indirectly: (x) series of related transactions, consolidate or merge with or into another any Person (whether or not the Company is the surviving corporationor continuing Person), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s properties or and assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as (determined on a whole, in one or more related transactionsconsolidated basis), to another Person, any Person unless: (1) either: (a) the Company is shall be the surviving or continuing corporation; or , or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is all or substantially all of the properties and assets of the Company (determined on a consolidated basis) substantially as an entity entirety (the “Successor Issuer”): (A) shall be a Person organized or and validly existing under the laws of any member state of the European Union as in effect on December 31Mexico, 2003, Bermuda, Switzerland, Canada, any state of the United States of America, any State thereof or the District of Columbia;, Canada, France, Belgium, Germany, Italy, Luxembourg, the Netherlands, Portugal, Spain, Switzerland or the United Kingdom, or any political subdivision thereof; and (2B) 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, lease or other disposition has been made assumesshall expressly assume, by a supplemental indenture entered into with indenture, executed and delivered to the Trustee, all the Company’s obligations of the Company under the Notes and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto Indenture 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 delivers to provide the Trustee with an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, transaction is in the case in which a supplemental indenture is entered into, such supplemental indenture, comply compliance with this covenant Section 4.02 and that all conditions precedent to such transaction provided for in this Indenture relating to such transaction have been complied withsatisfied. The Successor Issuer will succeed to, and be substituted for, the Company under this Indenture and the Notes, as applicable. (b) In additionIf the conditions of paragraph (a) above are satisfied, the Company will not, directly or indirectly, lease all or substantially all not have to obtain the approval of the properties Holders of the majority Notes in order to merge or assets of it and its Restricted Subsidiaries taken as a wholeconsolidate or to sell, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignmentassign, transfer, conveyancelease, lease convey or other disposition otherwise dispose of all or substantially all of the Company’s properties and assets or merger or consolidation of (determined on a consolidated basis). The Company will not need to satisfy these conditions if the Company with enters into other types of transactions, including any transaction in which the Company acquires the stock or into assets of another Guarantor Person, any transaction that involves a Change of Control (but in which the Company does not merge or consolidate) and Section 5.01(a)(4) above will not apply to any saletransaction in which the Company sells, assignmentassigns, transfertransfers, conveyanceleases, lease conveys or other disposition otherwise disposes of less than all or substantially all of the its properties and 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(determined on a consolidated basis).

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) the Company is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) the Person formed by Company or surviving any such consolidation or merger (if other than the Company) or Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a supplemental indenture entered into with limited liability company, there shall be a co-issuer of the Trustee, 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 Company, under the Notes and this Indenture,Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4iv) 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, lease or other disposition has been made would, on the date of such transaction immediately after giving pro forma effect thereto to such transaction and any related financing transactions transactions, as if the same had occurred at the beginning of the applicable four-quarter period period, either (A) the Successor Company 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; and or (5B) the Fixed Charge Coverage Ratio for the Successor Company delivers and its Restricted Subsidiaries would be equal to or greater than such ratio for the Trustee an Officer’s Certificate Company and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating its Restricted Subsidiaries immediately prior to such transaction have been complied withtransaction. The foregoing provision shall also apply to any Guarantor, with the exception of clause (iv). (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of the Company. (c) Section 5.01(a)(3For avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company 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) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clauses (iii) and (iv) of Section 5.01(a)(45.01(a) above will shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries, (B) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of the its properties and assets or merger or consolidation of to the Company with or to another Restricted Subsidiary (provided, that, in the event that such Restricted Subsidiary is a Guarantor, it may consolidate with, merge into another Guarantor and Section 5.01(a)(4) above will not apply to any saleor sell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of the its properties and assets or merger or consolidation of solely to the Company or another Guarantor) or (C) the Company merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (xa) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (yb) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: (a) the Company is the surviving corporation; 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, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes, this Indenture and, if the Exchange Offer has not been consummated or Special Interest remains due and owing with respect to all of the Notes and this Indenture,initially issued, the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default is continuing;exists; and (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, lease conveyance or other disposition has been made wouldshall, 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 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(a) hereof; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) 4.09. In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties or assets of it and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above will 5.01 shall not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly in a single transaction or indirectly: (x) a series of related transactions, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)any Person, or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, any Person unless: (1) either: (aA) in the Company case of a consolidation or merger, the Company, or any successor thereto, is the surviving or continuing corporation; or , or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity of the properties and assets of the Company and its Subsidiaries, taken as a whole (the “Successor”), (i) shall be a corporation or limited liability company organized or and validly existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States or any State thereof or the District of ColumbiaColumbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (2) in the Person formed event that such transaction involves (a) the incurrence by the Company or surviving any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction) and/or (b) the assumption contemplated by clause (1)(B)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction), then immediately after giving effect to such incurrence and/or assumption under clauses (a) and (b), (i) the Company, or any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all assuming the obligations of the Company through the operation of clause (1)(B) above, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under Section 4.09(a) or (ii) the Notes and this Indenture,Consolidated Coverage Ratio of the Company (or such other Person assuming the obligations of the Company through the operation of clause (1)(B) above) is no less than the Company’s Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; and (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction, ) no Default or and no Event of Default is shall have occurred or be continuing;. Notwithstanding clause (2) or (3) above: (4A) any Guarantor may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to the Company or to another Guarantor; and (B) the Company or the Person formed by any Subsidiary may consolidate with or surviving any such consolidation merge with or merger (if other than the Company)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to which any Person that has conducted no business and Incurred no Indebtedness or other liabilities if such saletransaction is solely for the purpose of effecting a change in the state of incorporation or form of organization of the Company or such Subsidiary. For purposes of the foregoing, the transfer (by lease, assignment, transfer, conveyance, lease sale 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counselotherwise, in each case, stating that such consolidation, merger a single transaction or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (bseries of transactions) In addition, the Company will not, directly or indirectly, lease of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition be the transfer of all or substantially all of the properties and assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsCompany.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, the Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (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, lease conveyance or other disposition has been made wouldwill, 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) . In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties or assets of it and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Domestic Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporationentity), ; or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: either (aA) the Company Issuer is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of ColumbiaColumbia or (ii) (x) a 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 and (y) such Person has a Restricted 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 Columbia which, concurrently with the consummation of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, becomes a co-issuer of the Notes and a party to this Indenture and to the applicable Collateral Documents by executing and delivering to the Trustee or the Collateral Agent, as applicable, a supplemental indenture in the form of Exhibit E and one or more joinders to such Collateral Documents, and causes such instruments to be filed and recorded in such jurisdictions and takes such other actions as may be reasonably necessary to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer under the Notes Notes, this Indenture and this Indenture,the Collateral Documents; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, conveyance, lease 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with). (b) In addition, the Company Issuer will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a)(35.01(a)(1)(B) in which the Issuer is not the surviving Person, such surviving Person or transferee shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under, and the Issuer shall be discharged from its Obligations under, this Indenture, the Notes and the Collateral Documents and the Intercreditor Agreement, with the same effect as if such successor Person had been named as the Issuer herein or therein. (d) Clauses (3) and (4) of Section 5.01(a)(45.01(a) above will not apply to any merger or consolidation, or any sale, assignment, transfer, conveyance, conveyance lease or other disposition of all assets between or substantially all of among the assets Issuer and the Guarantors or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reorganizing the Company Issuer in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (xi) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation, limited liability company or limited partnership organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and this Indenture,Indenture and pursuant to agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by agreements reasonably satisfactory to the Trustee. (3) immediately after such transactiontransaction or transactions, no Default or Event of Default is continuing;exists; and (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, lease conveyance or other disposition has been made 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 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 delivers to the Trustee an Officer’s Certificate and Opinion . For purposes of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In additionSection 5.01, the Company will notsale, directly or indirectlylease, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any saleconveyance, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or merger more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or consolidation substantially all of the properties and assets of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply on a consolidated basis, shall be deemed to any sale, assignment, transfer, conveyance, lease or other disposition be the transfer of all or substantially all of the properties and assets or merger or consolidation of the Company. Notwithstanding the restrictions described in clause (4) of this Section 5.01, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, the Company with or may merge into an Affiliate solely a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction for tax reasonsjurisdiction, and any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) prior or immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Consolidated Leverage Ratio remains the same or improves as a result of the transaction; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation) or in respect of the Russian Guarantors only, enter into any merger (sliyaniye obschestva), company accession (prisoedinyeniye obschestva), company division (razdelyeniye obschestva), company separation (vydelyeniye obschestva), company transformation (preobrazovaniye obschestva) or other company reorganisation (reorganisatsiya obschestva); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) in the case of CEDC International sp. z.o.o. (“CEDC International”) (i) CEDC International is the surviving entity or (ii) the Person formed by surviving such merger is incorporated in the same jurisdiction as the Guarantor subject to the merger, in the United States or in the European Union; (2) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (3) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Member Union State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loans and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent Guarantor nor the Issuer will, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company Parent Guarantor or the Issuer (as applicable) is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company Parent Guarantor or the Issuer (as applicable) is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent Guarantor or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, the Commonwealth of The Bahamas, Switzerland, Canada, any state of the United States or the District of ColumbiaColumbia (the “Surviving Entity”); (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent Guarantor or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes, assumes (a) by a supplemental indenture Supplemental Indenture entered into with the Trustee, all the obligations of the Company Parent Guarantor or the Issuer (as applicable) under the Notes and this Indenture,Indenture (including the Parent Guarantor’s Note Guarantee, if applicable) and (b) all obligations of the Parent Guarantor or the Issuer (as applicable) under the Intercreditor Agreement, any Additional Intercredi-tor Agreement and the Security Documents, subject to the Agreed Security Principles; (3) immediately after such transaction, no Default or Event of Default is continuing; (4) the Company Parent Guarantor or the Issuer (as applicable) or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent Guarantor or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyancelease, lease 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 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) hereof4.06(a); and (5) the Company Parent Guarantor delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture Supplemental Indenture is entered into, such supplemental indentureSupplemental Indenture, comply with this covenant Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. Clauses (3) and (4) of this Section 5.01(a) shall not apply to any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger or consolidation of the Parent Guarantor or the Issuer (as applicable) with or into a Guarantor and clause (4) of this Section 5.01(a) will not apply to any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets to or merger or consolidation of the Parent Guarantor or the Issuer (as applicable) with or into an Affiliate solely for the purpose of reincorporating the Parent Guarantor or the Issuer (as applicable) in another jurisdiction for tax reasons. (b) A Subsidiary Guarantor (other than a Subsidiary Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee, this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement as provided in Section 10.03) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default is con-tinuing; (2) either: (a) 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 Subsidiary Guarantor under its Note Guarantee and this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents to which such Subsidiary Guarantor is a party, pursuant to a Supplemental Indenture; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture; and (3) the Parent Guarantor delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a Supplemental Indenture is entered into, such Supplemental Indenture, comply with this Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (c) Notwithstanding the provisions of paragraph (b) In additionabove, the Company will not(x)(a) any Restricted Subsidiary may consolidate or merge with or into or sell, directly assign, transfer, lease, convey or indirectlyotherwise dispose of all or substantially all of its properties and assets to any Guarantor and (b) any Guarantor may consolidate or merge with or into or sell, lease assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of it such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4(y) above will not apply to any sale, assignment, transfer, conveyance, lease Guarantor may consolidate or other disposition of all or substantially all of the assets or merger or consolidation of the Company merge with or into an Affiliate solely incorporated or organized for the purpose of changing the legal domicile of such Guarantor, reincorporating the Company such Guarantor in another jurisdiction for tax reasonsor changing the legal form of such Guarantor.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer, Holdings or Luxco may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company Issuer, Holdings or Luxco, as applicable, is the surviving corporation), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries, Holdings and its Subsidiaries which are Restricted Subsidiaries or Luxco and its Subsidiaries, as applicable, taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: (a) the Company Issuer, Holdings or Luxco, as applicable, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer, Holdings or Luxco, as applicable) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity is, in the case of the Issuer, a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia; Columbia or, in the case of Holdings or Luxco, a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or Bermuda or the Grand Duchy of Luxembourg (2) the Person formed by Issuer, Holdings, Luxco or surviving any such consolidation or merger (if other than the Company) or Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by a supplemental indenture entered into with as the Trusteecase may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Issuer, Holdings or Luxco, as applicable), assumes all the obligations of the Company Issuer, Holdings or Luxco, as applicable, under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (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, lease or other disposition has been made would, on the date of such transaction immediately after giving pro forma effect thereto to such transaction and any related financing transactions transactions, as if the same had occurred at the beginning of the applicable four-quarter period period, either (a) the Successor Company 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(a4.10(a) hereof; and or (5b) the Fixed Charge Coverage Ratio for the Successor Company delivers to and its Restricted Subsidiaries would be greater than such ratio for the Trustee an Officer’s Certificate Holdings and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating its Restricted Subsidiaries immediately prior to such transaction have been complied withtransaction. The foregoing provision shall also apply to any Subsidiary of Holdings that is a direct or indirect parent entity of the Issuer. (b) In additionFor purposes of this Section 5.01, the Company will notsale, directly or indirectlylease, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any saleconveyance, assignment, transfer, conveyance, lease transfer or other disposition of all or substantially all of the properties and assets of one or merger more Restricted Subsidiaries of Holdings, including the Issuer, which properties and assets, if held by Holdings or consolidation Luxco, as applicable, instead of such Restricted Subsidiaries, would constitute all or substantially all of the Company with properties and assets of Holdings or into another Guarantor and Section 5.01(a)(4) above will not apply Luxco, as applicable, on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer, conveyance, lease transfer or other disposition of all or substantially all of the properties and assets of Holdings or merger Luxco, as applicable. (c) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer, Holdings or consolidation Luxco, as the case may be, under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company with or into an Affiliate solely for predecessor shall not be released from the purpose obligation to pay the principal of reincorporating and interest on the Company in another jurisdiction for tax reasonsNotes.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (xi) amalgamate, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or States, the District of Columbia, Canada or any province or territory of Canada; (2) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, expressly assumes all the obligations of the SF\552388.8 Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) the Company or the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to to: (1) an amalgamation or merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsGuarantor.

Merger, Consolidation or Sale of Assets. (a) The Company Parent will not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)Person, or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: : (aA) the Company Parent is the surviving corporationPerson; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has will have been made (i) is an entity a Person organized or existing under the laws of Australia, Switzerland, any member state Member State of the European Union as in effect on of December 31, 2003, Bermuda, Switzerland, Canada2003 or the United States or, any state of the United States 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 (2ii) 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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Parent under the Notes and this Indenture,Indenture pursuant to a supplemental indenture executed and delivered to the Trustee and under the Registration Rights Agreement; (3) immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default is continuing; (4a) the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has will have been made wouldmade, 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 will be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofor (b) the Fixed Charge Coverage Ratio for the Parent or surviving Person and its Restricted Subsidiaries will be greater than or equal to such ratio for the Parent and its Restricted Subsidiaries immediately prior to such transaction; and (54) each Guarantor, unless such Guarantor is the Company delivers Person with which the Parent has entered into a transaction under this Section 5.01, will have confirmed to the Trustee an Officer’s Certificate in writing that its Note Guarantee will apply to the obligations of the Parent or the surviving Person in accordance with the Notes and Opinion of Counselthis Indenture. provided, in each casehowever, stating that such consolidation, merger or transfer andclause (3) above will not apply (i) if, in the case in which good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a supplemental indenture is entered intoBoard Resolution, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to the principal purpose of such transaction is to change the state of incorporation of the Parent, and any such transaction shall not have been complied withas one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Parent and any Restricted Subsidiary. (b) Subject to Section 4.13 and Section 4.14 hereof, the Issuer and the Guarantors (other than the Parent) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer or Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer or the Guarantor, in one or more related transactions, to another Person, other than the Parent, the Issuer or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Issuer or the Guarantor is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made (i) in the case of the Issuer, is organized or existing under the laws of any Member State of the European Union as of December 31, 2003 or the United States or any state of the United States or the District of Columbia and (ii) in each case, assumes all the obligations of that Issuer or Guarantor under this Indenture (including such Guarantor’s Note Guarantee) pursuant to a supplemental indenture executed and delivered to the Trustee and under the Registration Rights Agreement; or (B) such sale, assignment, transfer, conveyance or other disposition or consolidation or merger complies with Section 4.10 hereof. In addition, neither the Company will notParent nor any Restricted Subsidiaries of the Parent may, directly or indirectly, lease all or substantially all of the properties or assets of it the Parent and its Restricted Subsidiaries taken considered as a wholeone enterprise, in one or more related transactions, to any other Person. (c) . In addition to the documents required by Sections 9.06 and 12.04, the Trustee shall receive an Opinion of Counsel stating that any supplemental indentures executed in furtherance of this Section 5.01(a)(3) 5.01 are valid, binding and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all enforceable obligations of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsassuming party.

Merger, Consolidation or Sale of Assets. (a) The Neither the Company will notnor the Parent may consolidate, directly merge or indirectly: (x) consolidate or merge amalgamate with or into another Person (whether or not the Company or the Parent, as applicable, is the surviving corporationentity), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person unless: (1) either: either (ai) the Company or the Parent, as applicable, is the surviving corporation; entity or (bii) the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation (if other than the CompanyCompany or the Parent, as applicable) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made is (A) in the case of the Parent, an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state thereof or the District of Columbia or (B) in the case of the Company, an entity organized or existing under the laws of Canada or a province or territory thereof or of the laws of the United States States, any state thereof or the District of Columbia (provided that, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under the laws of Canada or a province or territory thereof or of the United States, any state thereof or the District of Columbia); (2) the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation (if other than the Company) Company or the Parent, as applicable), or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made assumesmade, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company or the Parent, as the case may be, under the Notes and the applicable Note Guarantee and this Indenture,Indenture (pursuant to a supplemental indenture in a form satisfactory to the Trustee); (3) immediately after such transaction, transaction no Default or Event of Default is continuing;exists; and (4) either (i) the Company Parent or the any Person formed by or surviving any such consolidation consolidation, merger or merger (if other than the Company)amalgamation, or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has shall have been made wouldmade, on will, at the date time 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 thereto, 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(a4.10 or (ii) hereof; and (5) at the Company delivers to time of such sale, assignment, transfer, lease, conveyance or other disposition shall have been made and after giving pro forma effect thereto, the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in Leverage Ratio would have been no higher than the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating Leverage Ratio immediately prior to such transaction have been complied withtransaction. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above 5.1 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all among the Parent and the Restricted Subsidiaries. Clauses (3) and (4) of the assets or merger or consolidation first paragraph of the Company with or into another Guarantor and this Section 5.01(a)(4) above 5.1 will not apply to any saleconsolidation, assignment, transfer, conveyance, lease merger or other disposition of all or substantially all amalgamation of the assets Parent or merger or consolidation of the Company (i) with or into a Restricted Subsidiary for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Parent or the Company in another jurisdiction for tax reasonsin the United States.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (x) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia or (ii) 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 Sates, 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Exchange and Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) 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, lease 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 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 . Notwithstanding clauses (53) and (4) above, the Company delivers to may merge a consolidate with a Restricted Subsidiary incorporated solely for the Trustee an Officer’s Certificate and Opinion purpose of Counsel, organizing the Company in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) another jurisdiction. 66 In addition, the Company will not, directly or indirectly, lease all or substantially all of the its properties or assets of it and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: : (a) the Company is the surviving corporation; or 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, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements, including a supplemental indenture, reasonably satisfactory to the Trustee; (3) except in the case of a merger or consolidation of the Company with or into a Guarantor, immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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) hereofexists; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (a) The Company will not, directly or indirectly: (x) consolidate , consolidate, amalgamate or merge with or into another Person (regardless of whether or not the Company is the surviving corporationentity), convert into another form of entity or (y) continue in another jurisdiction; or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either: : (a1) the Company is the surviving corporationentity; or or (b2) the Person formed by or surviving any such consolidation consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation, limited liability company or partnership organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia; (2b) the Person formed by or surviving any such consolidation conversion, consolidation, amalgamation, or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and Notes, this Indenture,, the Security Documents and the Registration Rights Agreement pursuant to a supplemental indenture, appropriate Security Documents and registration rights agreement; (3c) immediately after such transactiontransaction or transactions, no Default or Event of Default is continuingexists; (4d) the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness or Guarantees incurred pursuant to clauses (f), (g), (h), (i), (j), (k), (l), (m), (o), (p) and (q) of Section 4.08) of the Company or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company)) outstanding after giving effect thereto, is capable of being amortized to a zero balance by the termination date of the last to terminate of the Applicable Facility LNG Sale and Purchase Agreements such that the Projected Debt Service Coverage Ratio after the last Guaranteed Substantial Completion Date with respect to any Trains then in construction (or if the In-Service Date has occurred with respect to which such saleall Trains, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction consolidation, amalgamation or merger) through the terms of such Applicable Facility LNG Sale and Purchase Agreements, would be at least 1.5 to 1.0; provided that the Projected Debt Service Coverage Ratio shall be calculated (i) solely with respect to Contracted Cash Flow; and (ii) using an interest rate equal to the weighted average interest rate of all such Senior Debt outstanding 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) hereofsuch consolidation, amalgamation or merger; and (5e) the Company delivers shall have delivered to the Trustee a certificate from an Officer’s Certificate Authorized Officer of the Company and an Opinion of Counsel, in each case, stating that such consolidationconsolidation or merger, merger or transfer and, in the case in which a supplemental indenture is entered into, sale or disposition and such supplemental indenture, Security Documents and registration rights agreement, if any, comply with this covenant Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. . Upon any consolidation, amalgamation or merger, or any transfer of all or substantially all of the assets of the Company in accordance with this Section 5.01, the successor Person formed by such consolidation or amalgamation or into which the Company merged or to which such transfer is made 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 and the Notes, and thereafter the predecessor Person will have no continuing obligations under the Indenture, the Notes, the Security Documents and the Registration Rights Agreement (b) and such change shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution of the existing Indebtedness and any Indebtedness so effected shall continue to be the same obligation and not a new obligation). In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and the Guarantors. Clauses (c) and (d) of this Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: : (xa) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or ; or (yb) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (ax) the Company is the surviving corporation; or (by) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of the United States, any member state of the European Union as in effect on December 31United States or the District of Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, 2003, Bermuda, Switzerland, Canadaany state of the United States 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 of the United States or the District of Columbia, which corporation becomes the co-issuer of the Notes pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (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, lease conveyance or other disposition has been made assumes, assumes by a supplemental indenture entered into with the Trustee, all the obligations of the Company under the Notes and this Indenture,Indenture pursuant to agreements reasonably satisfactory to the Trustee (including supplements or joinders to the Security Documents, as applicable); (3) immediately after such transaction, no Default or Event of Default is continuingexists; (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, lease 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 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. (B) have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; and (5) the Company delivers or the surviving entity shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer other disposition and, in the case in which if a supplemental indenture is entered intorequired in connection with such transaction, such supplemental indenture, comply indenture complies with the applicable provisions of this covenant Indenture and an Officers’ Certificate that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) satisfied. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) , other than in compliance with this Section 5.01(a)(3) and 5.01. This Section 5.01(a)(4) above 5.01 will not apply to to: (1) a merger 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 all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (x) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of ColumbiaColumbia or (ii) 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; (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, lease conveyance or other disposition has shall have been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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) hereofexists; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (a) The Company will shall not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson), ; or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (aA) the Company is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia, or (ii) 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 be permitted to incur at least $1.00 of additional Indebtedness Registration Rights Agreement pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (5) the Company delivers agreements reasonably satisfactory to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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.Trustee;

Merger, Consolidation or Sale of Assets. (a) The Neither of the Company will not, directly or indirectlythe Issuer will: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporation), ) or (y2) in the case of the Company, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another Person, unless: (1) either: (a) the Company or the Issuer is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the Pre-Expansion European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, Canada, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger with the Company or the Issuer, as the case may be, (if other than the CompanyCompany or the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company or the Issuer, as the case may be, under the Senior Secured Notes, the Senior Secured Notes and Guarantees, this Indenture,, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents to which the Company or the Issuer, as applicable, is a party; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) in the case of the Company only, 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, 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 (i) be permitted to incur at least $£1.00 of additional Indebtedness pursuant to the Section 4.09(a)(1) or (ii) have a Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofnot less than it was immediately prior to giving effect to such transaction; and (5) the Company or the Issuer, as the case may be, delivers to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and Opinion opinion of Counselcounsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, comply with this covenant Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withsatisfied and that this Indenture, the Senior Secured Notes and the applicable Senior Secured Notes Guarantee constitute legal, valid and binding obligations of the Company or the Issuer, as the case may be, or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms. (b) In addition, a Guarantor (other than a Guarantor whose Senior Secured Notes Guarantee is to be released in accordance with the Company will not, directly or indirectly, lease all or substantially all terms of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) Senior Secured Notes Guarantee and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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.11

Merger, Consolidation or Sale of Assets. (a) The Company Issuer will not, directly or indirectly: (x) indirectly consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporationentity), or (y) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canadaor the United States, any state of the United States or the District of Columbia, Canada or any province of Canada, Switzerland or Norway; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer under the Notes Notes, this Indenture and this Indenture,any intercreditor agreement; (3iii) immediately after such transaction, no Default or Event of Default is continuingexists; (4iv) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made would, on the date of 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-four quarter period either (i) 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(a4.07(a) hereofor (ii) have a Fixed Charge Coverage Ratio no less than it was immediately prior to giving effect to such transaction; and (5v) the Company Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, comply with this covenant Indenture and an Opinion of Counsel to the effect that all conditions precedent provided for such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding instrument enforceable against the Issuer or the surviving corporation, in this Indenture relating each case in form reasonably satisfactory to such transaction have been complied withthe Trustee. (b) In addition, Any Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the Company terms of the Note Guarantee and this Indenture as described under Section 10.03) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of it such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other another Person., unless: (ci) Section 5.01(a)(3either: (a) and Section 5.01(a)(4a Guarantor is the surviving corporation; or (b) above will not apply the Person formed by or surviving any such consolidation or merger (if other than a Guarantor) or the Person to any which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of all such Guarantor under its Note Guarantee; and (ii) immediately after giving pro forma effect to such transaction or substantially all transactions (and treating any Indebtedness which becomes an obligation of the assets surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction or transactions), no Default or Event of Default exists; (c) This Section 5.01 will not apply to (1) any consolidation or merger of any Restricted Subsidiary that is not a Guarantor into the Issuer or a Guarantor; (2) any consolidation or merger among Guarantors or among Restricted Subsidiaries that are not Guarantors; and (3) any consolidation or merger among the Issuer and any Guarantor. Clauses (iii) and (iv) of Sections 5.01(a) and clause (ii) of Section 5.01(b) will not apply to any merger or consolidation of the Company with Issuer or into another any Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 Issuer or such Guarantor in another jurisdiction for tax reasonsjurisdiction; provided that the Person formed by or surviving such merger or consolidation (if other than the Issuer or such Guarantor) assumes all the obligations of the Issuer or such Guarantor under this Indenture, the Notes, the Note Guarantees and any intercreditor agreement, as applicable. The foregoing provisions (other than the requirements of clause (iii) of Sections 5.01(a) and clause (ii) of Section 5.01(b)) shall not apply to any transactions which constitute an Asset Sale if the Issuer and its Restricted Subsidiaries have complied with Section 4.08.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: (a) the Company is the surviving corporation; 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, lease conveyance or other disposition has been made is an entity either (i) a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited 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; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) except in the case of a merger or consolidation of the Company with or into a Guarantor, either: (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, lease conveyance or other disposition has been made wouldwill, 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 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(a) hereof4.09; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.or (b) on the date of such transaction 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, the pro forma Fixed Charge Coverage Ratio of the Company will exceed the actual Fixed Charge Coverage Ratio of the Company on such date. In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties or assets of it and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither STBV nor the Issuer may, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporationentity), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the its and STBV’s Subsidiaries’ properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) STBV or the Company Issuer, as applicable, is the surviving corporationentity; or (bB) the Person formed by or surviving any such consolidation or merger (if other than STBV or the CompanyIssuer, as applicable) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company) or Persons, as applicable, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a supplemental indenture entered into with limited liability company, there shall be a co‑issuer of the TrusteeNotes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Notes Note Guarantee or the Notes, as the case may be, and this Indenture,Indenture pursuant to a supplemental indenture; (3iii) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 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) hereofexists; and (5iv) the Company STBV delivers to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, Counsel stating that such consolidation, merger or transfer transaction complies with this Indenture and, in the case in which a supplemental indenture is entered intoif applicable, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction the execution of the supplemental indenture have been complied withsatisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two‑thirds of STBV’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 STBV. (d) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(35.01(a)(ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) and Notwithstanding the foregoing, clause (iii) of Section 5.01(a)(45.01(a) above will shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of its properties and assets to STBV or to another Subsidiary of STBV (provided that, in the assets event that such Subsidiary is a Guarantor, it may consolidate with, merge into or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any salesell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of its properties and assets solely to the assets Issuer or merger another Guarantor) or consolidation of (C) the Company Issuer or STBV merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating the Company Issuer or STBV, as applicable, in another jurisdiction for tax reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Neither of the Company will not, directly or indirectlythe Issuer will: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporation), ) or (y2) in the case of the Company, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another Person, unless: (1) either: (a) the Company or the Issuer is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the Pre-Expansion European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, Canada, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger with the Company or the Issuer, as the case may be, (if other than the CompanyCompany or the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company or the Issuer, as the case may be, under the Senior Secured Notes, the Senior Secured Notes and Guarantees, this Indenture,, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents to which the Company or the Issuer, as applicable, is a party; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) in the case of the Company only, 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, 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 (i) be permitted to incur at least $£1.00 of additional Indebtedness pursuant to the Section 4.09(a)(1) or (ii) have a Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofnot less than it was immediately prior to giving effect to such transaction; and (5) the Company or the Issuer, as the case may be, delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and opinion of counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01 and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture, the Senior Secured Notes and the applicable Senior Secured Notes Guarantee constitute legal, valid and binding obligations of the Company or the Issuer, as the case may be, or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms. (b) A Guarantor (other than a Guarantor whose Senior Secured Notes Guarantee is to be released in accordance with the terms of the Senior Secured Notes Guarantee and Section 11.08) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries that are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under its Senior Secured Notes Guarantee, this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents to which it is a party; (2) immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction or transactions), no Default or Event of Default exists; and (3) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, comply with this covenant Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withsatisfied and that this Indenture and the Senior Secured Notes Guarantee constitute legal, valid and subsidiary obligations of the Guarantor or the Person formed by or surviving any such consolidation and merger (as applicable) enforceable in accordance with their terms. (bc) In additionNone of the Issuer, the Company will notor any other Guarantor will, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cd) This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to (a) any saleconsolidation or merger of any Restricted Subsidiary that is not a Guarantor into the Issuer or a Guarantor or another Restricted Subsidiary (provided, assignmenthowever, transferthat a Restricted Subsidiary that (i) is not a Guarantor, conveyance, lease or other disposition of all or substantially all (ii) has incurred Indebtedness pursuant to and that is outstanding under clause (13) of the assets or merger or consolidation definition of Permitted Debt and (iii) has secured such Indebtedness pursuant to clause (2) of the Company definition of Permitted Liens may only consolidate or merge with or into another such Restricted Subsidiary), (b) any consolidation or merger among Guarantors and (c) any consolidation or merger among the Issuer and any Guarantor; provided that, if the Issuer is not the surviving entity of such merger or consolidation, the relevant Guarantor and Section 5.01(a)(4) above will not apply to is an entity organized or existing under the laws of any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all member state of the assets or merger or consolidation Pre-Expansion European Union, Switzerland, Canada, any state of the Company with United States or into an Affiliate solely for the purpose District of reincorporating the Company in another jurisdiction for tax reasons.Columbia and clauses (2) and

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (xi) amalgamate, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or States, the District of Columbia, Canada or any province or territory of Canada; (2) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, expressly assumes all the obligations of the Company under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4) the Company or the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease 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 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 delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to to: (1) an amalgamation or merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all of the assets or merger or consolidation of among the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsGuarantor.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Fixed Charge Coverage Ratio Improves; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (2) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Member Union State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loan and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (y2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (aA) the Company is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union as in effect on December 31Union, 2003, Bermuda, Switzerland, Canadathe United States, any state of the United States or the District of Columbia; Columbia (2) the Person formed by Company or surviving any such consolidation or merger (if other than the Company) or Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumesmade, by as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a supplemental indenture entered into with limited liability company, there shall be a co-issuer of the Trustee, 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 Company, under the Notes Notes, this Indenture and this Indenture,the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, no Default or Event of Default is continuing;exists; and (4iv) 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, lease or other disposition has been made would, on the date of such transaction immediately after giving pro forma effect thereto to such transaction and any related financing transactions transactions, as if the same had occurred at the beginning of the applicable four-quarter period period, either (A) the Successor Company 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; and or (5B) the Fixed Charge Coverage Ratio for the Successor Company delivers to and its Restricted Subsidiaries would be greater than such ratio for the Trustee an Officer’s Certificate Company and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating its Restricted Subsidiaries immediately prior to such transaction have been complied withtransaction. The foregoing provision shall also apply to any Guarantor, with the exception of clause (iv). (b) In additionFor purposes of this Article 5, the Company will notsale, directly lease, conveyance, assignment, transfer or indirectly, lease other disposition of all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to any be the sale, lease, conveyance, assignment, transfer or other Persondisposition of all or substantially all of the properties and assets of the Company. (c) Section 5.01(a)(3For avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company 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) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clauses (iii) and (iv) of Section 5.01(a)(45.01(a) above will shall not apply to any (A) a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries, (B) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of the its properties and assets or merger or consolidation of to the Company with or to another Restricted Subsidiary (provided, that, in the event that such Restricted Subsidiary is a Guarantor, it may consolidate with, merge into another Guarantor and Section 5.01(a)(4) above will not apply to any saleor sell, assignmentassign, transfer, conveyanceconvey, lease or other disposition otherwise dispose of all or substantially all part of the its properties and assets or merger or consolidation of solely to the Company or another Guarantor) or (C) the Company merging with or into an Affiliate solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction for tax reasonsso long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither the Parent nor the Issuer may, directly or indirectly: (xi) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Parent or the Issuer (as applicable) is the surviving corporation), ; or (yii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (a) the Company Parent or the Issuer (as applicable) is the surviving corporationPerson (the “Successor”); or (b) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, BermudaMember State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and this Indenture,the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing;; and (4iv) the Company Parent, the Issuer (as applicable) or the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other business combination (if other than the CompanyParent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made wouldmade: (1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), 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 period, (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 4.09(a4.3(a) hereof(Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Consolidated Leverage Ratio remains the same or improves as a result of the transaction; and (52) the Company delivers furnishes to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply transaction complies with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) Indenture. In addition, neither the Company will notParent nor the Issuer shall, directly or indirectly, lease all or substantially all of the its properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) Section 5.01(a)(3A Guarantor (other than the Parent) shall not: (i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless (1) in the case of CEDC International sp. z.o.o. (“CEDC International”) (i) CEDC International is the surviving entity or (ii) the Person formed by surviving such merger is incorporated in the same jurisdiction as the Guarantor subject to the merger, in the United States or in the European Union; (2) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and Section 5.01(a)(4is continuing; and (3) above either: (A) if such entity remains (or its successor will not apply remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to any which such sale, assignment, transfer, conveyance, lease conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or (B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales). (c) Notwithstanding the assets preceding provisions of this Section 4.20: (i) any Guarantor may merge, consolidate, amalgamate or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company otherwise combine with or into an Affiliate solely primarily for the purpose of reincorporating such Guarantor under the Company laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in another jurisdiction for tax reasonsany state of the United States or any European Member Union State); and (ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries. (d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loans and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States or the District of Columbia (including a 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); and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and this Indenture,; (3) immediately after such transaction, no Default or Event of Default is continuing;exists; and (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, lease 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 (i) 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 or (5ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that for such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) four-quarter period. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all among the Parent, the Company and its Restricted Subsidiaries. Clauses (3) and (4) of the assets or this Section 5.01 will not apply to (1) any merger or consolidation of the Company (a) with or into another Guarantor and Section 5.01(a)(4the Parent or one of its Restricted Subsidiaries for any purpose or (2) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will notAlaska shall not (i) merge into or consolidate with any other Person, directly or indirectly: (x) permit any other Person to merge into or consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)it, or (yii) sell, assign, transfer, lease, convey lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the properties its assets (in each case, whether now owned or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, hereafter acquired) unless: (1i) either: immediately after giving effect thereto no Early Amortization Event or Event of Default shall have occurred and be continuing; (aii) the Company Alaska is the surviving corporation; corporation or, if otherwise, such other Person or continuing corporation (bthe “Successor Company”) shall (A) be an “air carrier” within the Person formed by or surviving any such consolidation or merger meaning of Section 40102(a)(2) of Title 49 and hold a certificate under Section 41102(a)(1) of Title 49 and (if other than the CompanyB) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is be an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia;; and (2iii) in the Person formed by or surviving any such consolidation or merger case of a Successor Company, the Successor Company (if other than the CompanyA) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Alaska under the Notes and this Indenture, (3) immediately after such transaction, no Default or Event of Default is continuing; (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, 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 be permitted to incur at least $1.00 of additional Indebtedness Documents pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(acustomary (as determined by Parent) hereof; and assumption agreements and (5B) the Company delivers shall have 104 delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger merger, sale, transfer, lease or other disposition complies with this Indenture. Clause (i) above will not apply to any merger, consolidation or transfer and, of assets between or among Parent and/or its Subsidiaries that are not SPV Parties. Upon any transaction in the accordance with this Section 4.28(a) in any case in which Alaska is not the surviving corporation, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, Alaska under this Indenture with the same effect as if such Successor Company had been named as “Alaska” herein. No such transaction shall have the effect of releasing Alaska or any Successor Company which theretofore shall have become a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for successor to Alaska in the manner prescribed in this Indenture relating Section 4.28(a) from its liability with respect to such transaction have been complied withany Notes Document to which it is a party. (b) In additionAlaska shall not liquidate, the Company will notwind up, directly or indirectlydissolve itself (or suffer any liquidation or dissolution). (c) No SPV Party shall: (i) consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a wholeproperties, in one or more related transactions, to any other another Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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. (a) The --------------------------------------- Company will shall not, directly or indirectly: , in a single transaction or a series of related transactions, (xi) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another Person (whether or not State of the Company is the surviving corporationUnited States), or (y) sell, assignlease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of the properties or assets of the Company or the Company and its Subsidiaries which are the Restricted Subsidiaries (taken as a whole) or (ii) adopt a Plan of Liquidation unless, in one either case: (1) either: (A) the Company will be the surviving or more related transactionscontinuing corporation; or (B) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "Successor") is a --------- corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (x) the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction and (y) the Company or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 11.20, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, unless: (1) either: : (aA) such Guarantor, another Guarantor or the Company is will be the surviving or continuing corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than assumes, by supplemental indenture in form and substance satisfactory to the Company) or to which Trustee, all of the obligations of such saleGuarantor under the Guarantee of such Guarantor, assignmentthis Indenture and the Registration Rights Agreement, transferand, conveyance, lease or other disposition has been made is an entity a corporation organized or and existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state State of the United States of America or the District of Columbia; (2) the Person formed by or surviving any immediately after giving effect to such consolidation or merger (if other than the Company) or the Person to which such saletransaction, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all the obligations of the Company under the Notes no Default shall have occurred and this Indenture,be continuing; and (3) immediately after giving effect to such transaction, no Default or Event of Default is continuing; (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, 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 be permitted to could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(aException. For purposes of clauses (a) hereof; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In additionof this Section 5.01, the Company will nottransfer (by lease, directly assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, will be deemed to any other Personbe the transfer of all or substantially all of the properties and assets of the Company. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to Upon any saleconsolidation, assignmentcombination or merger of the Company or a Guarantor, transfer, conveyance, lease or other disposition any transfer of all or substantially all of the assets or merger or consolidation of the Company in accordance with this Section 5.01, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Guarantee, the surviving entity formed by such consolidation or into another which the Company or such Guarantor and Section 5.01(a)(4) above will not apply is merged or to any sale, assignment, transfer, which the conveyance, lease or other disposition transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under this Indenture, the Notes and any Guarantees with the same effect as if such surviving entity had been named therein as the Company or such Guarantor and, except in the case of all a conveyance, transfer or substantially lease, the Company or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Guarantee, as the case may be, and all of the assets Company's or merger or consolidation of such Guarantor's other obligations and covenants under the Notes, this Indenture and its Guarantee, if applicable. (d) Notwithstanding the foregoing clauses (a) and (b), any Restricted Subsidiary may merge into the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction for tax reasonsa Guarantor.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or the District of Columbia, Canada, or any province of Canada; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (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, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company under the Notes and this Indenture,Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (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, lease 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 (i) 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) hereofhereof or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company delivers has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case, stating that any such consolidation, merger or transfer and, in event complies with the case in which a supplemental indenture is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) foregoing. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all assets between or substantially all among the Company and any one or more of its Restricted Subsidiaries or between or among any one or more of the assets or 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 another Guarantor and Section 5.01(a)(4one of its Restricted Subsidiaries for any purpose or (b) above will not apply to any sale, assignment, transfer, conveyance, lease 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 or creating a holding company for tax reasonsthe Company and its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. ‌ (a) The Neither of the Company will not, directly or indirectlythe Issuer will: (x1) consolidate or merge with or into another Person (whether or not the Company it is the surviving corporation), ) or (y2) in the case of the Company, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another Person, unless: (1) either: (a) the Company or the Issuer is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the Pre-Expansion European Union as in effect on December 31, 2003, BermudaUnion, Switzerland, Canada, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger with the Company or the Issuer, as the case may be, (if other than the CompanyCompany or the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company or the Issuer, as the case may be, under the Second Lien Notes, the Second Lien Notes and Guarantees, this Indenture,, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents to which the Company or the Issuer, as applicable, is a party; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) in the case of the Company only, 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, 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 (i) be permitted to incur at least $£1.00 of additional Indebtedness pursuant to the Section 4.09(a)(1) or (ii) have a Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereofnot less than it was immediately prior to giving effect to such transaction; and (5) the Company or the Issuer, as the case may be, delivers to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and Opinion opinion of Counselcounsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a and such supplemental indenture is entered into, such supplemental indenture, comply with this covenant Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withsatisfied and that this Indenture, the Second Lien Notes and the applicable Second Lien Notes Guarantee constitute legal, valid and binding obligations of the Company or the Issuer, as the case may be, or the Person formed by or surviving any such consolidation or merger (as applicable) enforceable in accordance with their terms. (b) In addition, a Guarantor (other than a Guarantor whose Second Lien Notes Guarantee is to be released in accordance with the Company will not, directly or indirectly, lease all or substantially all terms of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Section 5.01(a)(3) Second Lien Notes Guarantee and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into another Guarantor and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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.11

Merger, Consolidation or Sale of Assets. (a) The Neither the Parent nor the Company will notwill, directly in a single transaction or indirectly: (x) series of related transactions, consolidate or merge with or into another Person (whether or not the Company Parent or the Company, as the case may be, is the surviving corporation), or (y) 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 Subsidiaries which are Restricted Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another Personcorporation, Person or entity unless: (1i) either: either (ai) the Company or the Parent, as the case may be, is the surviving corporation; corporation or (bii) 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, conveyancelease, lease conveyance or other disposition has shall have been made (the "SURVIVING ENTITY") is an entity a corporation organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States thereof or the District of Columbia; (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, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, Columbia and assumes all the obligations of the Company or the Parent, as the case may be, under the Notes and Notes, this Indenture,, the Security Documents and the Registration Rights Agreement pursuant to agreements in form and substance reasonably satisfactory to the Trustee; (3ii) 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 has occurred and is continuing; (4iii) if such transaction involves the Company, the Company (or the Person formed by or surviving any such consolidation or merger (Surviving Entity if other than the Company)Company is not the continuing obligor under this Indenture) could, or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period be permitted to 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 Fixed Charge Coverage Ratio test set forth in transaction described above, has by supplemental indenture confirmed that its Guarantee applies to the Surviving Entity's obligations under this Indenture and the Notes; (v) if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 4.09(a) hereof4.12 hereof are complied with; and (5vi) the Company or the Parent, as the case may be, delivers or causes to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in transaction complies with the case in which a supplemental indenture is entered into, such supplemental indenture, comply with requirements of this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withIndenture. (b) In additionNo Subsidiary Guarantor shall consolidate with or merge with or into any other Person or convey, sell, assign, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any other Person (other than the Company or another Subsidiary Guarantor) unless: (i) subject to the provisions of the last paragraph of this Section 5.01(b), the Company will notPerson formed by or surviving such consolidation or merger (if other than such Subsidiary Guarantor) or to which such properties and assets are transferred assumes all of the obligations of such Subsidiary Guarantor under this Indenture, directly its Guarantee, the Security Documents and the Registration Rights Agreement, pursuant to agreements in form and substance reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction, no Default or indirectlyEvent of Default has occurred and is continuing; and (iii) the Subsidiary Guarantor delivers, lease 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, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to any other Person. (c) Section 5.01(a)(3) and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition be the transfer of all or substantially all of the properties and assets or merger or consolidation of the Company. (c) In the event of any transaction described in and complying with the provisions of Section 5.01(a) in which the Company with or into another Guarantor is not the continuing obligor under this Indenture, the Surviving Entity will succeed to, and Section 5.01(a)(4) above will not apply to any salebe substituted for, assignmentand may exercise every right and power of, transferthe Company under this Indenture, conveyanceand thereafter the Company will, lease or other disposition except in the case of all or substantially a lease, be discharged from all of its obligations under this Indenture and 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 reasonsNotes.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (xi) consolidate or merge with or into another Person Person; (whether or not the Company is the surviving corporation), or (yii) sell, assignconvey, transfer, lease, 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 Subsidiaries which are 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: (1) either: : (aA) the Company is the surviving corporation; or or (bB) 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, lease or other disposition has been made is an entity a corporation organized or and validly existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, Canada, any state of the United States of America or the District of Columbia; (2) the Person formed any jurisdiction thereof and expressly assumes by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, all of the obligations of the Company under this Indenture and the Notes Notes; (2) immediately after giving effect to the transaction, no Default has occurred and this Indenture,is continuing; (3) immediately after such transactiongiving effect to the transaction on a pro forma basis, no Default or Event of Default is continuing; (4) the Company or the resulting surviving or transferee Person formed by or surviving any such consolidation or merger would be in compliance with Sections 4.03 and 4.04 hereof (calculated as if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such the transaction after giving pro forma effect thereto and any related financing transactions as if was a date on which 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 covenant in Section 4.09(a) hereof4.04 hereof is required to be tested); and (54) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), in each case, stating that such the consolidation, merger or transfer andand the supplemental indenture (if any) comply with this Indenture; provided, that clauses (2) and (3) do not apply (i) to the consolidation or merger of the Company with or into a Wholly Owned Subsidiary or the consolidation or merger of a Wholly Owned Subsidiary with or into the Company or (ii) if, in the case in which good faith determination of the Board of Directors, whose determination is evidenced by a supplemental indenture Resolution of the Board of Directors, the sole purpose of the transaction is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withchange the jurisdiction of incorporation of the Company. (b) In addition, the The Company will not, directly or indirectly, shall not lease all or substantially all of the properties its assets, whether in one transaction or assets a series of it and its Restricted Subsidiaries taken as a wholetransactions, in to one or more related transactions, to any other PersonPersons. (c) Section 5.01(a)(3The foregoing clauses (a) and Section 5.01(a)(4(b) above will shall not apply to (i) any transfer of assets 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, assignment, transfer, conveyance, lease transfer or other disposition of less than all or substantially all of the assets or merger or consolidation of its assets, the Company with or into another Guarantor will be released from its obligations under this Indenture and Section 5.01(a)(4) above will not apply to any sale, assignment, transfer, conveyance, lease 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 reasonsNotes.

Merger, Consolidation or Sale of Assets. (a) The Company Parent will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company Parent is the surviving corporation), or (y) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Subsidiaries which are Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (aA) the Company Parent is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state of the United States or States, the District of Columbia, Ireland, England and Wales, Jersey or Luxembourg (such Person, the “Surviving Entity”); (2) the Person formed by or surviving any such consolidation or merger Surviving Entity (if other than the CompanyParent) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company Parent under the Notes and this Indenture,Indenture pursuant to a supplemental indenture or other documents or instruments in form satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) the Company Parent or the Person formed by or surviving any such consolidation or merger Surviving Entity (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made Parent) 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 period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage as Ratio test set forth in Section 4.09(a) hereofDebt; and (5) the Company delivers Parent shall deliver, or cause to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case, stating to the effect that such consolidation, merger or transfer andmerger, in the case in which a supplemental indenture is entered intosale, such supplemental indentureconveyance, comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In additionassignment, the Company will not, directly or indirectlytransfer, lease all or substantially all other disposition complies with the requirements of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) this Indenture. This Section 5.01(a)(3) and Section 5.01(a)(4) above 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any Guarantor. Clauses (3) and (4) of this Section 5.01 will not apply to (a) any merger or consolidation of any Restricted Subsidiary with or into the Company or (b) a merger or consolidation of Parent with or into an Affiliate for the purpose of reincorporating Parent in another jurisdiction so long as the amount of Indebtedness of Parent and its Restricted Subsidiaries is not increased thereby. (b) The Company will not, directly or indirectly: (x) consolidate or merge with or into another Person, (y) sell, convey , transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person or (z) permit any Person to merge with or into the Company, unless: (1) (A) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the assets or merger or consolidation obligations of the Company with and the Notes and such Person is an entity organized or into another Guarantor existing under the laws of the United States, any state of the United States, the District of Columbia, Ireland, England and Section 5.01(a)(4Wales, Jersey or Luxembourg; and (B) above will not apply immediately after giving effect to any salethe transaction, assignment, transfer, conveyance, lease no Default or Event of Default has occurred and is continuing; or (2) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Company or the sale or disposition of all or substantially all of the assets or merger or consolidation of the Company (in each case other than to a Restricted Subsidiary) otherwise permitted by this Indenture. (c) No Guarantor may, directly or indirectly: (x) consolidate with or merge with or into an Affiliate solely for any Person, (y) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person or (z) permit any Person to merge with or into the purpose of reincorporating Guarantor, unless: (1) the other Person is Parent or the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; (2) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and (B) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or (3) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in another jurisdiction for tax reasonseach case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company will notNeither of the Issuers may, directly or indirectly: (x1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), ; or (y2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Company an Issuer is the surviving corporationsurvivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Companyan Issuer) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of any member state of the European Union as in effect on December 31, 2003, Bermuda, Switzerland, CanadaUnited States, any state or territory 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 Partnership is not a corporation (unless a different Subsidiary of the Partnership which is a corporation becomes a co-issuer of the Notes in lieu of Finance Corp.); (2) the Person formed by or surviving any such consolidation or merger (if other than the Companyan Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made assumes, by a supplemental indenture entered into with the Trustee, assumes all the obligations of the Company such Issuer under the Notes and Notes, this Indenture,, and the Security Documents; (3) immediately after such transaction, no Default or Event of Default is continuingexists; (4) in the Company case of a transaction involving the Partnership and not only Finance Corp., either: (a) the Partnership or the Person formed by or surviving any such consolidation or merger (if other than the CompanyPartnership), or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made wouldwill, 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 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) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Partnership or the Person formed by or surviving any such consolidation or merger (if other than the Partnership), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Partnership immediately before such transactions; and (5) the Company delivers such Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a disposition and such supplemental indenture is entered into, such supplemental indenture, (if any) and any related joinders or other agreements comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withIndenture. (b) In additionNotwithstanding the restrictions described in Section 5.01(a)(4) hereof, the Company will notany Restricted Subsidiary (other than Finance Corp.) may consolidate with, directly merge into or indirectly, lease dispose of all or substantially all part of its properties and assets to the properties Partnership without complying with Section 5.01(a)(4) in connection with any such consolidation, merger or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Persondisposition. (c) Notwithstanding Section 5.01(a)(35.01(a) hereof, the Partnership 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 Partnership 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 or territory thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Partnership under the Notes, this Indenture and Section 5.01(a)(4the Security Documents pursuant to the terms of the Notes, this Indenture and the Security Documents; (4) above immediately after such reorganization no Default (other than a Reporting 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 apply be considered materially adverse to any sale, assignment, transfer, conveyance, lease the Holders or other disposition of all or substantially all Beneficial Owners of the assets Notes solely because the successor or merger survivor of such reorganization (a) is subject to federal or consolidation 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 Company with Code or into another Guarantor and Section 5.01(a)(4) above will not apply to any salesimilar state or local law), assignment, transfer, conveyance, lease or other disposition of all or substantially all as determined in good faith by an authorized officer 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 reasonsPartnership.