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

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1a) either (A1) the Company is the surviving corporation; corporation 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, lease, conveyance or other disposition has shall have been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Company or such other Person is not a corporation, a Restricted Subsidiary of the Company that is a corporation shall assume by supplemental indenture all obligations of the Company under the Notes and the Indenture as a co-issuer of the Notes; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof or (iib) such have a Fixed Charge Coverage Ratio would increase after giving that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effectconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (5e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition and such Supplemental Indenture supplemental indenture (if any) comply with the Indenture; provided, however, that (i) this Indenture Section 5.01 shall not apply to any sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and that all conditions precedent herein provided its Restricted Subsidiaries and (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (I) with or into one of its Restricted Subsidiaries for relating to such transaction have been complied withany purpose or (II) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) A. if the Company or such Restricted Subsidiary is a party to such transaction, either (Ai) the Company or such Restricted Subsidiary is the surviving corporation; corporation or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) C. immediately after such transaction transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (4) except with respect to a transaction solely between financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a Guarantorwhole, (i) the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been is made will(if other than the Company), on will have Consolidated Net Worth immediately after the date of such transaction after giving pro forma effect thereto and any related financing transactions as if equal to or greater than the same had occurred at the beginning Consolidated Net Worth of the applicable four-quarter periodCompany immediately preceding the transaction. In addition, be permitted the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; andany other Person. 6.01 will not apply to: (51) a merger of the Company shall have delivered to or a Restricted Subsidiary of the Trustee Company with an Officers’ Certificate Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and an Opinion of Counsel, each stating its Restricted Subsidiaries that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withare Guarantors.

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company will and any Guarantor shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Guarantor is the surviving corporation); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, Person unless: : (1) either (Ai) the Company or such Guarantor is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor under the Notes, this Indenture and the Registration Rights Agreement Agreement, the Notes and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; ; and (4iv) except with respect to in the case of a transaction solely between merger of the Company and or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, (i) or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, 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-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) 4.09 hereof. In addition, the Company shall have delivered not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Company and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withthe Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly 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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this the Indenture and the Registration Rights Agreement pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;; and (3) immediately after such transaction transaction, no Default or Event of Default exists;. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Guarantors taken as a whole, in one or more related transactions, to any other Person. Section 5.01 shall not apply to: (41) except with respect to a transaction solely between merger of the Company and a Guarantor, (i) with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or the Person formed by forming a direct or surviving any such consolidation or merger (if other than indirect holding company of the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (52) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion its Subsidiaries, including by way of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withconsolidation.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate consolidate, merge or merge reorganize with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either either: (Ai) the Company is the surviving corporation; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of Mexico, a member of the European Union or the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made expressly assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, 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 fourtwo-quarter period, (i) be permitted to incur at least $1.00 U.S.$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in Section 4.09(a) hereof or (ii) have a Leverage Ratio no greater than the Leverage Ratio of the Company immediately prior to giving effect to such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; andtransaction; (5e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in the relevant jurisdictions, each stating stating, in the form and substance satisfactory to the Trustee, that such consolidation, merger or disposition transfer and such Supplemental Indenture the agreements referred to in clause (if anyb) of this Section 5.01 comply with this Indenture (provided that such Opinions of Counsel may assume, among other things, the satisfaction of all financial ratios in connection with such transaction). In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and that all conditions precedent herein provided for relating assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to such transaction have been complied withany other Person.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person or consummate a Division as the Dividing Person (whether or not the Company is the surviving corporationPerson); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either Either: (A) the Company is the surviving corporationentity; or or (B) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, ; (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or of this Indenture; or (iiB) such have a Fixed Charge Coverage Ratio would increase after giving that is greater than the actual Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effecttransaction. (b) The Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Clauses (3) and (4) of Section 5.01(a) of this Indenture shall not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries or, so long as the Company is a surviving Person and any other surviving Person is a Restricted Subsidiary of the Company, any Division of the Company as the Dividing Person; and (53) transfers of accounts receivable and related assets of the Company shall have delivered to type specified in the Trustee an Officers’ Certificate and an Opinion definition of Counsel, each stating that such consolidation, merger Qualified Receivables Transaction (or disposition and such Supplemental Indenture (if anya fractional undivided interest therein) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withby a Receivables Subsidiary in a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey, convey lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either (Ai) the Company is the surviving corporation; corporation or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Securities and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;; and (3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Company or any Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred at the time of such transaction), no Default or Event of Default exists; . In addition, in the case of any lease of all or substantially all of its properties or assets (4) except with respect other than to an unaffiliated operator in the ordinary course of business), in one or more related transactions, to any other Person the terms of the lease must be reasonably acceptable to the Trustee or to Holders of a transaction solely between majority in principal amount of the Company and a Guarantor, Securities. This Section 5.01 will not apply to: (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, transfer, lease, conveyance or other disposition has been made will, on of assets between or among the date of such transaction after giving pro forma effect thereto Company and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or its Subsidiaries; (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered a sale or transfer of assets from a Guarantor to the Trustee an Officers’ Certificate and an Opinion Issuer; or (iii) a consolidation or merger of Counsel, each stating that such consolidation, merger a Guarantor with or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withinto the Issuer.

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectly: (1) consolidate consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either either: (Aa) the Company is the surviving corporation; or (Bb) the Person (the “Successor Company”) 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, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) 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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Securities and this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee;; provided that, unless such Person is a corporation, a corporate co-issuer of the Securities will be added to this Indenture by agreements reasonably satisfactory to the Trustee; and (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between . For purposes of this covenant, the Company and a Guarantorsale, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)lease, or to which such saleconveyance, assignment, transfer, lease, conveyance or other disposition has been made willof all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will 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 Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Additional Amounts, if any, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withSecurities.

Merger, Consolidation or Sale of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: : (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation); or or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) A. if the Company or such Restricted Subsidiary is a party to such transaction, either (Ai) the Company or such Restricted Subsidiary is the surviving corporation; corporation or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) B. if the Company or such Restricted Subsidiary is a party to such transaction, the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) C. immediately after such transaction transaction, no Default or Event of Default exists; D. except to the extent waived by the FCC or as would not have a material adverse effect on the condition (4) except with respect to a transaction solely between financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries, taken as a Guarantorwhole, (i) the Company and its Restricted Subsidiaries have obtained all required FCC consents under the Communications Act in relation to such sale, assignment, transfer, conveyance, or other disposition; and E. the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been is made will(if other than the Company), on will have Consolidated Net Worth immediately after the date of such transaction after giving pro forma effect thereto and any related financing transactions as if equal to or greater than the same had occurred at the beginning Consolidated Net Worth of the applicable four-quarter periodCompany immediately preceding the transaction. In addition, be permitted the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in any other Person. This Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and6.01 will not apply to: (51) a merger of the Company shall have delivered to or a Restricted Subsidiary of the Trustee Company with an Officers’ Certificate Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and an Opinion of Counsel, each stating its Restricted Subsidiaries that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withare Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: Person unless (1) either (Ai) the Company is the surviving corporation; 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, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Senior Registration Rights Agreement Agreement, the Senior Notes and this Senior Note Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Senior Note Trustee; ; (3iii) immediately before and after such transaction no Default or Event of Default exists; shall have occurred; and (4iv) except with respect to in the case of a transaction solely between merger of the Company with or into a Subsidiary, the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and a Guarantorany related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iA) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willwould, on the date of such transaction immediately 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, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) less than such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) for the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating its Restricted Subsidiaries immediately prior to such transaction have been complied withtransaction. The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and Indenture, the Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effecthereof; and (5) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such consolidationmerger, merger consolidation or disposition and sale of assets and, if a supplemental indenture is required in connection with such Supplemental Indenture (if any) comply transaction, such supplemental indenture complies with this Indenture Article and that all conditions precedent herein provided for relating to such transaction have been complied with. In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture Guarantee Agreement and the Registration Rights Agreement Security Documents pursuant to agreements a supplemental guarantee agreement reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade: (A) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) would, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (i) have a pro forma Fixed Charge Coverage Ratio that is at least equal to the actual Fixed Charge Coverage Ratio of the Company as of such date or (ii) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a). In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Notwithstanding the foregoing: (1) hereof any Restricted Subsidiary of the Company may consolidate with, merge into or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effecttransfer all or part of its properties and assets to the Company or any other Restricted Subsidiary of the Company; and (52) the Company shall have delivered to may merge with an Affiliate solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counsel, each stating that such consolidation, merger reincorporating the Company or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withre-forming in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation); or (2) , and the Issuer will not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (including by way of consolidation or merger), unless: (1) either either: (A) the Company Issuer is the surviving corporation; 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, lease, conveyance or other disposition has shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the Notes; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company Issuer, as the case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction and any related financing transactions, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) 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, lease, conveyance or other disposition has shall have been made willmade, 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) 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 4.10(a), or (iiB) such would have a Fixed Charge Coverage Ratio would increase after giving on such pro forma effect; andbasis higher than the Fixed Charge Coverage Ratio immediately prior to such transactions. (5b) Notwithstanding clauses (3) and (4) of Section 5.01(a), the Company Issuer may merge or consolidate with a Restricted Subsidiary incorporated solely for the purposes of organizing the Issuer in another jurisdiction. (c) The Issuer shall have delivered not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (d) This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Issuer and an Opinion any of Counsel, each stating its Restricted Subsidiaries that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withare Guarantors.

Merger, Consolidation or Sale of Assets. The Company will notshall not consolidate with, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: : (1) either (Ai) the Company is shall be the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition has been made is property and assets of the Company shall be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state by a supplemental indenture, executed and delivered to the Trustee, all of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company on all of the Securities and under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; Indenture; (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; shall have occurred and be continuing; (4iii) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or any Person becoming the Person formed by successor obligor of the Securities shall have a Consolidated Net Worth equal to or surviving any such consolidation or merger (if other greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on any Person becoming 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 successor obligor of the applicable four-quarter periodSecurities, be permitted to could incur at least $1.00 of additional Indebtedness pursuant under the first paragraph of Section 5.09; PROVIDED that this clause (iv) shall not apply to the Fixed Charge Coverage Ratio test set forth merger of a corporation, the sole material asset of which consists of Common Stock of the Company (and options, warrants or other rights to purchase or acquire such Common Stock), into the Company, if (a) the Chief Executive Officer of the Company delivers to the Trustee a certificate on behalf of the Company, in Section 4.09(athe form attached hereto as Schedule III, to the effect that to his best knowledge there are no liabilities, contingent or otherwise, of such corporation and (b) hereof the only consideration received by the stockholders of such corporation in connection with such merger consists of Common Stock of the Company (and options, warrants other rights to purchase or acquire such Common Stock), in the aggregate in an amount not to exceed the amount thereof held by such corporation immediately prior to such merger; and (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5v) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and such Supplemental Indenture (if any) comply supplemental indenture complies with this Indenture provision and that all conditions precedent herein provided for herein relating to such transaction have been complied with; PROVIDED, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

Merger, Consolidation or Sale of Assets. The Neither the Company will notnor any Guarantor may, directly or indirectly: (1i) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)any other Person; or (2ii) sellconvey, assigntransfer or lease its properties and assets substantially as an entirety to any Person, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of and the Company and the Guarantors shall not permit any Person to consolidate with or merge into the Company or any Guarantor or convey, transfer or lease its Restricted Subsidiaries taken properties and assets substantially as a whole, in one an entirety to the Company or more related transactions, to another Personany of the Guarantors, unless: (1) either (A) in case the Company is the surviving corporation; or any Guarantor (Bsubject to Section 1205 hereof) shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by or surviving any such consolidation or merger (if other than into which the Company) Company or to any Guarantor is merged or the Person which such sale, assignment, acquires by conveyance or transfer, leaseor which leases, conveyance the properties and assets of the Company or other disposition has been made is any Guarantor substantially as an entirety shall be a corporation Corporation shall be organized or and validly existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of ColumbiaColumbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on, and Additional Interest, if any, with respect to, all the Notes and the performance or observance of every covenant of this Indenture on the part of the Company or any Guarantor to be performed or observed by such consolidation or into which the Company or any Guarantor shall have been merged or by the Person which shall have acquired the Company's or any Guarantor's assets; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Person formed Company or any Guarantor as a result of such transaction as having been incurred by the Company or surviving such Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger (if other than the Company) or the Person to which such saleconveyance, assignment, transfer, transfer or lease, conveyance properties or other disposition has been made assumes all the obligations assets of the Company under or any Guarantor that is a Restricted Subsidiary would become subject to a Lien which would not be permitted by this Indenture, the NotesCompany or such successor Person, this Indenture as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; ratably with (3or prior to) immediately after such transaction no Default or Event of Default exists;all indebtedness secured thereby; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or disposition and lease and, if a supplemental indenture is required in connection with such Supplemental Indenture (if any) transaction, such supplemental indenture comply with this Indenture Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectly: (1) consolidate consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either either: (Aa) the Company is the surviving corporation; or (Bb) the Person (the “Successor Company”) 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, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) 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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the any Registration Rights Agreement pursuant to a supplemental indenture and other 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 transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade: (i) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; (ii) 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(a3.3(a); or (iii) hereof or (ii) 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, have a Fixed Charge Coverage Ratio that is not less than the Fixed Charged Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would increase after giving such pro forma effect; and constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will 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 Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Special Interest, if any, on, the Notes. Notwithstanding the preceding clause (54) of this Section 4.1, (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company, (y) the Company shall have delivered may merge into a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction and (z) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withanother Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company will not, directly shall not merge or indirectly: (1) consolidate with any other corporation or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey lease or otherwise dispose of convey all or substantially all of the properties its property or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any Person, unless: (1) either (A) the Company is the surviving continuing corporation; , or (B) the successor Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or and existing under the laws of the United States, any States or a state thereof and such corporation expressly assumes the due and punctual payment of the United States or principal of (and premium, if any), interest, if any, all the District Notes and any coupons, according to their tenor, and the due and punctual performance and observance of Columbiaall of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation; (2) each Guarantor, by supplemental indenture, confirms that their Guarantee shall apply to the Person formed surviving entity’s obligations under the Notes and this Indenture, as modified by or surviving any such consolidation or merger (if other than supplemental indenture, and confirms the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations due and punctual performance of the Company under the Notes, this Indenture Guarantee and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to covenants of the Trustee;Guarantor in this Indenture; and (3) immediately after such transaction merger or consolidation, or such sale or conveyance, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company has occurred and a Guarantoris continuing. For purposes of Section 5.01, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, lease or other conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning conveyance of the applicable four-quarter period, be permitted to incur at least $1.00 properties and assets of additional Indebtedness pursuant one or more Significant Subsidiaries (other than to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof Company or (ii) another Subsidiary), which, if such Fixed Charge Coverage Ratio assets were owned by the Company, would increase after giving such pro forma effect; and (5) constitute all or substantially all of the Company shall have delivered Company’s properties and assets, will be deemed to be the Trustee an Officers’ Certificate transfer of all or substantially all of the Company’s properties and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withassets.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: indirectly (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: unless (1i) either 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, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; Columbia (2) the Person formed by or surviving any such consolidation or merger Person, the “Successor Company”); (if other than the Companyii) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made any Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (3iii) immediately after such transaction no Default or Event of Default exists; ; and (4iv) except with respect to a transaction solely between the Company and a Guarantor, (iA) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willSuccessor Company shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof or (iiB) such the Fixed Charge Coverage Ratio for the Company or the Successor Company would increase after giving be equal to or greater than such pro forma effectratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; and or (5B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall have delivered not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Company and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withthe Guarantors.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey (not including any conveyance, convey if any, resulting solely from the creation of any Lien), lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, that, in the case of a Person that is not a corporation, a co-obligor of the Notes is a corporation; (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, leaseconveyance, conveyance lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the TrusteeTrustee and, if necessary, a supplemental registration rights agreement; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except in the case of a consolidation, amalgamation or merger with respect to or into or a transaction solely between sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets of the Company and any of its Restricted Subsidiaries to a Guarantorwholly-owned Restricted Subsidiary of the Company, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, : (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or hereof; or (iiB) such would have a Fixed Charge Coverage Ratio would increase after giving that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effecttransaction; and (5) the The Company or such surviving Person shall have delivered deliver an Opinion of Counsel to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply consolidation complies with this Indenture Indenture. This Section 5.01 will not apply 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 assets between or among the Company and that all conditions precedent herein provided for relating to such transaction have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will OI Group shall not, in any transaction or series of transactions, merge or consolidate with or into or, directly or indirectly: (1) consolidate , Transfer all or merge with substantially all of its properties and assets to, any Person or Persons, and OI Group shall not permit any of its Restricted Subsidiaries to enter into another Person (whether any such transaction or not series of transactions if such transaction or series of transactions, in the Company is the surviving corporation); or (2) sellaggregate, assign, transfer, lease, convey or otherwise dispose would result in a Transfer of all or substantially all of the properties or and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole, in one or more related transactionsconsolidated basis, to another Personany other Person or Persons, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the CompanyOI Group or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company OI Group or the Person Successor Company formed by or surviving any such consolidation or merger (if other than the CompanyOI Group), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company Transfer shall have been made, delivers or causes to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger transaction or disposition series of transactions and such Supplemental Indenture (if any) the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction and the supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Company) to (i) a merger or consolidation of any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the Transfer of assets between or among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by OI Group (if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any other Restricted Subsidiaries of OI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1a) either (A1) the Company is the surviving corporation; corporation 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, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof or (iib) such have a Fixed Charge Coverage Ratio would increase after giving that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effectconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (5e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition and such Supplemental Indenture supplemental indenture (if any) comply with the Indenture; provided, however, that (i) this Indenture Section 5.01 shall not apply to any sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and that all conditions precedent herein provided its Restricted Subsidiaries and (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (I) with or into one of its Restricted Subsidiaries for relating to such transaction have been complied withany purpose or (II) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectlyNo Loan Party shall: (1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)Person; or (2) directly or indirectly, sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of (including by virtue of a merger, consolidation, amalgamation, liquidation or otherwise), all or substantially all of its assets and the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, in each case, unless: (1a) either either: (Ai) the Company a Loan Party is the surviving corporation; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Companya Loan Party) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Bermuda, Luxembourg or, other than in the case of the Borrower or any Additional Borrower not organized under the laws of Ireland, Ireland or, in the case of a merger or consolidation of a Loan Party (other than Irish Holdco) with or into another Person, the jurisdiction of such Loan Party; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Companya Loan Party) or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made (if other than a Loan Party) assumes all the obligations of the Company Loan Party under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; (3c) immediately after such transaction (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into), no Default or Event of Default exists;; and (4d) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company Irish Holdco or the Person formed by or surviving any such consolidation or merger with Irish Holdco (if other than the CompanyIrish Holdco), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willwould, on the date of such transaction (or, in the case of a Limited Condition Acquisition, on the date the definitive agreements for such Limited Condition Acquisition are entered into) 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 periodTest Period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage First Lien Net Leverage Ratio test set forth in Section 4.09(a) hereof 6.01(a); or (ii) such Fixed Charge Coverage have had a First Lien Net Leverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered lower than or equal to the Trustee actual First Lien Net Leverage Ratio for such Test Period. This Section 6.11 will not apply to any Disposition of a Loan Party (other than Irish Holdco, the Borrower or any Additional Borrower) in compliance with Section 6.03. Sections 6.11(c) and 6.11(d) will not apply to any merger or consolidation of any Loan Party with or into an Officers’ Certificate Affiliate solely for the purpose of reincorporating Irish Holdco in another jurisdiction. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Irish Holdco or a Loan Party in a transaction that is subject to, and an Opinion that complies with the provisions of, this Section 6.11 hereof, the successor Person formed by such consolidation or into or with which Irish Holdco or such Loan Party is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition other disposition, the provisions of this Agreement referring to the “Irish Holdco” or such Loan Party shall refer instead to the successor Person and not to Irish Holdco or such Supplemental Indenture (Loan Party, as applicable), and may exercise every right and power of Irish Holdco or such Loan Party under this Agreement with the same effect as if any) comply with such successor Person had been named as Irish Holdco or as such Loan Party herein; provided, that the predecessor Irish Holdco or such other Loan Party shall not be released from its obligations under the Guaranty or this Indenture Agreement except in the case of a sale of all or substantially all of Irish Holdco’s or such Loan Party’s assets in a transaction that is subject to, and that all conditions precedent herein provided for relating to such transaction have been complied withcomplies with the provisions of, this Section 6.11 hereof (in which case the predecessor Irish Holdco or Loan Party shall be released from its obligations under the Guaranty or this Agreement, as applicable).

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (A) the Company is the surviving corporationentity; 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; 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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists;; and (4iv) except the Company delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with respect this Indenture and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a transaction solely between consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (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 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 Guarantorsale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (id) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a) (ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company 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 Person formed by or surviving any such consolidation or merger predecessor shall not be so released. (if other than e) Notwithstanding the Company)foregoing, or clause (iii) of Section 5.01(a) shall not apply to which such (A) a sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willof assets between or among the Company and its Subsidiaries, on the date (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of such transaction after giving pro forma effect thereto all or part of its properties 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 assets to the Fixed Charge Coverage Ratio test set forth Company or to another Subsidiary (provided that, in Section 4.09(athe event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Company or another Guarantor) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5C) the Company shall have delivered to merging with an Affiliate solely for the Trustee an Officers’ Certificate purpose and an Opinion with the sole effect of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will Holdings shall not, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company Holdings is the surviving corporation); , or (2) directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company determined on a consolidated basis for Holdings and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions, to another Personcorporation, unless: Person or entity unless (1i) either (A) the Company Holdings is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (2ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company Holdings, under the Notes, Exchange Debentures and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; ; (4iv) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company Holdings or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will(A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Holdings immediately preceding the transaction and (B) shall, 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 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; and (v) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company Holdings shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel addressed to the Trustee with respect to the foregoing matters; provided, each stating however, that such consolidation, the requirement set forth in clause (iv) above shall not apply to a merger between Holdings and any Wholly Owned Subsidiary or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withany merger between Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The provisions in Article V of the Original Indenture shall not apply with respect to the Notes, and this Article 5 supersedes the entirety thereof. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, lease, conveyance or other disposition has been made (the “Successor Company”) is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the States, District of ColumbiaColumbia or any territory thereof; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Supplemental Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture substantially in the form attached hereto as Exhibit B, or, in each case, pursuant to other documents or instruments reasonably satisfactory to the Trustee;; and (3) immediately after such transaction transaction, no Default or Event of Default exists;. (4b) except with respect to The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes and the Company will automatically be released and discharged from its obligations under the Indenture and the Notes, but in the case of a transaction solely between lease of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a Guarantorwhole, the Company will not be released from the obligation to pay the principal of and interest on the Notes. (ic) Notwithstanding clause (3) of Section 5.01(a), (1) the Company or the Person formed by any Subsidiary may consolidate or surviving any such consolidation amalgamate with or merger (if other than the Company), merge with or to which such sale, assignment, transfer, lease, conveyance into or other disposition has been made will, on the date transfer all or part of such transaction after giving pro forma effect thereto its properties 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 assets to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof Company or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; another Subsidiary, and (52) the Company shall have delivered to may merge with or into an Affiliate solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either 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, lease, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia or (ii) is a partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia which corporation becomes a co-issuer of the Notes pursuant to a supplemental indenture duly and validly executed by the Trustee; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and Indenture, the Registration Rights Agreement (unless all material obligations in that agreement have been performed) and the Security Documents pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade: (A) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) would, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the have a pro forma Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such that is at least equal to the actual Fixed Charge Coverage Ratio would increase after giving of the Company as of such pro forma effectdate. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Notwithstanding the foregoing: (1) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary of the Company; and (52) the Company shall have delivered to may merge with an Affiliate solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counsel, each stating that such consolidation, merger reincorporating the Company or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withre-forming in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (A) the Company is the surviving corporationentity in such consolidation or merger; 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia (the Company or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Company”); provided that at any time neither the Successor Company nor any other Issuer is a corporation, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a)(i); (2ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) (A) the Company (or its Successor Company, as applicable), on a Pro Forma Basis, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in Section 4.09(a) hereof, or (B) the Total Net Leverage Ratio for the Company (or the Successor Company, as applicable) and its Restricted Subsidiaries would be less than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) in any transaction in which the Company is not the Successor Company, the Issuers or the Successor Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture relating to the execution of the supplemental indenture have been satisfied, and, with respect to the Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Successor Company. The foregoing provision shall also apply to any Guarantor with all references to the Company being substituted with such Guarantor; provided that the foregoing provision shall not apply to a transaction pursuant to which such Guarantor shall be released from its obligations pursuant to Article 11 of this Indenture. (b) Neither Co-Issuer may consolidate or merge with or into another Person (whether or not such Co-Issuer is the surviving entity) unless: (i) either: (A) such Co-Issuer is the surviving entity in such consolidation or merger; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Co-Issuer) is an entity organized or existing under the Company) laws of any state of the United States or the District of Columbia (such Co-Issuer or such Person, including the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Co-Issuer Successor Company”); provided that at any time neither the Co-Issuer Successor Company nor any other Issuer is a corporation, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this covenant; (ii) the Co-Issuer Successor Company (if other than such Co-Issuer) assumes all the obligations of the Company such Co-Issuer under the Notes, this Indenture and the Registration Rights Agreement Security Documents pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists;; and (4iv) except in any transaction in which such Co-Issuer is not the Co-Issuer Successor Company, such Co-Issuer or the Co-Issuer Successor Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such transaction complies with this Section 5.01(a) and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied, and, with respect to a transaction solely between the Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Co-Issuer Successor Company. (c) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a Guarantorconsolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (id) Upon the execution and delivery of the supplemental indenture referred to in clause (ii) of Section 5.01(a) or clause (ii) of Section 5.01(b), as applicable, the predecessor company shall be released from its obligations under this Indenture and the Security Documents and the Successor Company or the Co-Issuer Successor Company, as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Person formed by Co-Issuers, as applicable, under this predecessor company under this Indenture, but, in the case of a lease of all or surviving any such consolidation or merger substantially all its assets, the predecessor shall not be so released. (if other than e) Notwithstanding the Company)foregoing, or clauses (iii) and (iv) of Section 5.01(a) and clause (iii) of Section 5.01(b) shall not apply to which such (i) a sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willof assets between or among the Company and its Restricted Subsidiaries (including the Co-Issuers), on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company shall have delivered or to another Restricted Subsidiary (including the Trustee an Officers’ Certificate and an Opinion of CounselCo-Issuers) (provided that, each stating in the event that such consolidationRestricted Subsidiary is a Co-Issuer or a Guarantor, merger it may consolidate with, merge into or disposition sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to another Issuer or another Guarantor) or (iii) any Issuer or a Guarantor merging with an Affiliate solely for the purpose and with the sole effect of reorganizing such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to Issuer or such transaction have been complied withGuarantor in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, not directly or indirectly: indirectly (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); Person) or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions, to another Person, unless: (1i) either (Ax) the Company is the surviving corporationPerson; 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation an entity organized or existing under the laws of any member state of the European Union, Switzerland, the United StatesKingdom, Canada, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger with the Company (if other than the Company) or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeAgreement; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) 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, leaseconveyance, conveyance lease or other disposition has been made willwould be in compliance with Section 10.6, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effectTesting Period; and (5v) the Company shall have delivered delivers to the Trustee Agent an Officers’ Officer’s Certificate and an Opinion opinion of Counselcounsel, in each case, stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) transfer comply with this Indenture Section 10.2. (b) A Guarantor (other than a Guarantor whose Guarantee is to be released in accordance with Section 23.6) will not, directly or indirectly, (i) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation); or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person other than the Company or any other Subsidiary, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all conditions precedent herein the obligations of that Guarantor under this Agreement and the Notes pursuant to the Guarantor Accession Agreement; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Agreement. (c) This Section 10.2 will not apply to (i) any consolidation or merger of any Subsidiary that is not a Guarantor into the Company or any other Guarantor; (ii) any consolidation or merger among Guarantors; (iii) any consolidation or merger among the Company and any Guarantor; provided that, if the Company is not the surviving entity of such merger or consolidation, the relevant Guarantor will assume the obligations of the Company under this Agreement and the Notes; or (iv) any sale, assignment, transfer, conveyance, lease or other disposition of assets among the Company and its Subsidiaries. (d) Section 10.2(a)(ii) and Section 10.2(a)(iv) of the first paragraph and Section 10.2(b)(i) of the second paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into any other Guarantor, and Section 10.2(a)(iv) of the first paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Company with or into an Affiliate solely for relating to such transaction have been complied withthe purpose of reincorporating the Company in another jurisdiction for tax reasons.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson); or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1a) either either: (Ai) the Company is the surviving corporationPerson; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (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, lease, conveyance or other disposition has shall have been made made, expressly assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists; (4d) except with respect the Collateral owned by or transferred to a transaction solely between the Company surviving entity shall (a) continue to constitute Collateral under this Indenture and a Guarantorthe Security Documents, (ib) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Liens (e) the property and assets of the Person which is merged or consolidated with or into the surviving entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture; and (f) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer conveyance or other disposition has been made willmade, shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) ). In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Sections 5.01(c) and (f) shall have delivered not apply to the Trustee an Officers’ Certificate and an Opinion of Counsela merger, each stating that such consolidation, merger sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withany of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person or consummate a Division as the Dividing Person (whether or not the Company is the surviving corporationPerson); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either either: (A) the Company is the surviving corporationentity; or or (B) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation consolidation, merger or merger Division (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, ; (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or of this Indenture; or (iiB) such have a Fixed Charge Coverage Ratio would increase after giving that is greater than the actual Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effecttransaction. (b) The Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Clauses (3) and (4) of Section 5.01(a) of this Indenture shall not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries or, so long as the Company is a surviving Person and any other surviving Person is a Restricted Subsidiary of the Company, any Division of the Company as the Dividing Person; and (53) transfers of accounts receivable and related assets of the Company shall have delivered to type specified in the Trustee an Officers’ Certificate and an Opinion definition of Counsel, each stating that such consolidation, merger Qualified Receivables Transaction (or disposition and such Supplemental Indenture (if anya fractional undivided interest therein) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withby a Receivables Subsidiary in a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1) 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or States, the District of Columbia; Columbia or any territory thereof (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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, 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, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Total Leverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 4.9 or (iib) the Total Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such Fixed Charge Coverage Ratio would increase after giving ratio for the Company and its Restricted Subsidiaries immediately prior to such pro forma effecttransaction; and (5) each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture and the Registration Rights Agreement. (b) Notwithstanding the foregoing, clauses (3) and (4) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor, (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale. (c) For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the 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 be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (d) The predecessor company will be released from its obligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the Notes. (e) In connection with any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1, the Company shall have delivered expressly assume the obligations under this Indenture and Notes by supplemental indenture and shall execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession together with an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1 and such Supplemental Indenture (if any) comply supplemental indenture in respect thereto complies with this Indenture Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied withwith and that such supplemental indenture constitutes the legal, valid and binding obligation of the successor entity, subject to the customary exceptions.

Merger, Consolidation or Sale of Assets. The Neither the Company will not, directly or indirectly: (1) nor any Guarantor shall consolidate or merge with or into another Person (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Personcorporation, unless: Person or entity unless (1) either (Ai) the Company or such Guarantor, as the case may be, is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (2ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor, as the case may be, under the Notes, Notes or such Guarantor's Note Guarantee thereof and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; ; and (4iv) except with respect to in the case of a transaction solely between the Company and a Guarantor, (i) merger of the Company or a Guarantor with or into the Company or a Wholly Owned Restricted Subsidiary of the Company, the Company, such Guarantor or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net worth of the Company immediately preceding the transaction and (b) will, on at the date time of such transaction and after giving pro forma effect thereto (including pro forma expense and any related financing transactions cost reductions) as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with4.09 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (Aa) the Company is the surviving corporationcorporation or limited liability company; 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, lease, conveyance or other disposition has shall have been made (1) is a corporation Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; Columbia and (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (4iii) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willshall, 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 fourtwo-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Leverage Ratio test set forth in Section 4.09(a); (iv) hereof each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that such Note Guarantee shall apply to the obligations of the Company or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effectthe surviving Person in accordance with the Notes and this Indenture, and Co-Issuer Corp., unless it is the other party to the transactions in this Section 5.01, shall have by supplemental indenture confirmed its obligations under this Indenture and the Notes; and (5v) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and (attaching the arithmetic computation to demonstrate compliance with clause 5.01(iii)) and, if requested, an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transaction and such Supplemental Indenture (if any) comply agreement complies with this Indenture Section 5.01 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with. (b) In addition, neither the Company nor any Restricted Subsidiary thereof may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Section 5.01(a)(iii) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1i) either 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, lease, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effecthereof; and (5v) the Company shall or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will have delivered to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, lease, conveyance, transfer, or disposition other disposition, and if a supplemental indenture is required in connection with such Supplemental Indenture (if any) transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) will not apply to: (a) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (b) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1a) either (A1) the Company is the surviving corporation; corporation 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, lease, conveyance or other disposition has shall have been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Company or such other Person is not a corporation, a Restricted Subsidiary of the Company that is a corporation shall assume by supplemental indenture all obligations of the Company under the Notes and the Indenture as a co-issuer of the Notes; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) 4.09 hereof or (iib) such have a Fixed Charge Coverage Ratio would increase after giving that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effectconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (5e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture supplemental indenture (if any) comply with the Indenture; provided, however, that (i) this Indenture Section 5.01 shall not apply to any sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and that all conditions precedent herein provided its Restricted Subsidiaries and (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (a) with or into one of its Restricted Subsidiaries for relating to such transaction have been complied withany purpose or (b) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either either: (A) the Company is the surviving entity (provided that if such entity is not a corporation, a corporate co-obligor will become a co-issuer of the Notes and assume all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee); or 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person corporation to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, either (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, 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 hereof, or (ii) such the Company's Fixed Charge Coverage Ratio would increase for the most recent four full fiscal quarters for which financial statements are available after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating effect to such transaction have been complied withand any related financing transactions as of the beginning of such four-quarter period would be not less than the Company's Fixed Charge Coverage Ratio for such four-quarter period immediately prior to such transaction. 5.01 will not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or for the purpose of collapsing a holding company structure; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries; or (3) the merger transactions among the Company and its Restricted Subsidiaries described in the Offering Memorandum under the caption "The Transactions."

Merger, Consolidation or Sale of Assets. The (a) Neither the Parent nor the Company will notwill, directly in a single transaction or indirectly: (1) 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 (2) directly and/or indirectly through its Subsidiaries, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of (determined on a consolidated basis for the Company Parent or the Company, as the case may be, and its Restricted Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another Personcorporation, Person or entity unless: (1i) 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, lease, conveyance or other disposition has shall have been made (the "SURVIVING ENTITY") is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (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, lease, conveyance or other disposition has been made Columbia and assumes all the obligations of the Company or the Parent, as the case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form 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 existshas occurred and is continuing; (4iii) except with respect to a if such transaction solely between involves the Company, the Company and a Guarantor, (i) or the Surviving Entity if the Company or is not the Person formed by or surviving any such consolidation or merger (if other than continuing obligor under this Indenture) could, at the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on 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 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) 4.12 hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effectare complied with; and (5vi) the Company shall have delivered 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 Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidationtransaction complies with the requirements of this Indenture. (b) No 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 following paragraph, the Person formed by or surviving such consolidation or merger or disposition and such Supplemental Indenture (if anyother than such Subsidiary Guarantor) comply with or to which such properties and assets are transferred assumes all of the obligations of such Subsidiary Guarantor under this Indenture and that all conditions precedent herein provided for relating its Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; (ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (iii) the Subsidiary Guarantor delivers, or causes to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction have been complied withcomplies 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 one or more Restricted Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (A) the Company is the surviving corporationentity; 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; 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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5iv) the Company shall have delivered to the Trustee delivers an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply transaction complies with this Indenture and that and, if applicable, all conditions precedent herein provided for relating in this Indenture to such transaction the execution of the supplemental indenture have been complied withsatisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly, in one or more related transactions: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1i) either 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, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and shall not have any material assets or operations shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; (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, lease, conveyance or other disposition has been made expressly assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Security Documents pursuant to agreements a supplemental indenture executed and delivered to the Trustee in form reasonably satisfactory to the TrusteeTrustee and takes such action (or agrees to take such action, subject to the time period for granting Liens on additional Collateral described in Article 11) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the Notes Liens in the manner and to the extent required under the Security Documents; (3iii) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willshall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (iib) such have a Fixed Charge Coverage Ratio would increase after giving equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effecttransaction; and (5v) if the Company is not the surviving corporation, each Guarantor (unless it is the other party to the transactions above, in which case clause (ii) shall apply) shall have delivered by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Notes and this Indenture and its obligations under the Security Documents shall continue to be in effect. (b) In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) Notwithstanding clause (iv) of Section 5.01(a), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Company or any Guarantor. (d) Unless such consolidation, merger, sale, assignment, transfer, conveyance or other disposition or a contemporaneous event or circumstance, or a series of contemporaneous events or circumstances, results in the release of the Subsidiary Guarantee of such Guarantor pursuant to and in compliance with the terms of this Indenture, the Company will not permit any Guarantor, directly or indirectly, in one or more related transactions to: (1) consolidate or merge with or into another Person (whether or not the Guarantor is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, taken as a whole, to another Person (other than to the Company or another Guarantor); unless: (i) either: (a) the Guarantor is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger or disposition and such Supplemental Indenture (if anyother than the Guarantor) comply with or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States, the District of Columbia or the jurisdiction where such Guarantor was organized; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Guarantor under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture or other agreement and takes such action (or agrees to take such action, subject to the time period for granting Liens on additional Collateral in accordance with Article 11 hereof) as may be reasonably necessary to cause any property or assets that all conditions precedent herein provided for relating constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the Notes Liens in the manner and to the extent required under the Security Documents; and (iii) immediately after such transaction have been complied withno Default or Event of Default exists.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: Person unless (1i) either (A) the Company is the surviving corporation, limited liability company, business trust or limited partnership; 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, lease, conveyance or other disposition has shall have been made is a corporation corporation, limited liability company, business trust or limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; provided that in the case of (2A) or (B) above, if the surviving Person is a limited liability company, business trust or limited partnership, a corporation which is Wholly Owned Subsidiary of the surviving Person shall act as joint and several obligor with respect to the Notes; (ii) 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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; ; and (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, made: (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) on the date of such the transaction and after giving pro forma effect thereto to the transaction and any related financing transactions as if the same they had occurred at the beginning of the applicable four-quarter period, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 4.09 hereof. 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) other disposition of assets between or among the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion any of Counsel, each stating its Wholly Owned Subsidiaries that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withare not Unrestricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (Aa) the Company is the surviving corporationcorporation or limited liability company; 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, lease, conveyance or other disposition has shall have been made (1) is a corporation Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; Columbia and (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (4iii) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willshall, 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 fourtwo-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Leverage Ratio test set forth in Section 4.09(a); (iv) hereof each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that such Note Guarantee shall apply to the obligations of the Company or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effectthe surviving Person in accordance with the Notes and this Indenture, and Co-Issuer Corp., unless it is the other party to the transactions in this Section 5.01, shall have by supplemental indenture confirmed its obligations under this Indenture and the Notes; and (5v) the Company shall have delivered delivers to the Trustee an Officers’ Certificate and (attaching the arithmetic computation to demonstrate compliance with clause 5.01(iii)) and, if requested, an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transaction and such Supplemental Indenture (if any) comply agreement complies with this Indenture Section 5.01 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with. (b) In addition, neither the Company nor any Restricted Subsidiary thereof may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Section 5.01(a)(iii) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a GuarantorCompany, (i) the Company Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a4.09 hereof. (i) hereof a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) any merger of a Restricted Subsidiary into the Company shall have delivered to or another Restricted Subsidiary; (iii) any merger of the Trustee an Officers’ Certificate Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and an Opinion a newly-created Affiliate incorporated solely for the purpose of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person or Persons; unless: (1) either 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, lease, conveyance or other disposition has shall have been made (i) is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; , and (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (32) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (43) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willshall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect4.09; and (54) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) the Company shall have delivered to Person acquiring the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that property in any such consolidation, merger sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and such Supplemental Indenture (if any) comply with assumes all the obligations of that Subsidiary Guarantor under this Indenture and that its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or (b) such sale or other disposition complies with Section 4.11 hereof, including the application of the Net Proceeds therefrom. In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all conditions precedent herein provided for relating or substantially all of its properties or assets, in one or more related transactions, to such transaction have been complied withany other Person. Clause (3) of the first paragraph of this Section 5.01 shall not apply to any merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Unless otherwise provided for in a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, the Company will not, directly or indirectly: (1) shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of (collectively, "Transfer") all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeto, in one or more related transactions, to another Person, Person unless: (1) either (Aa) the Company is resulting, surviving or transferee Person (the surviving "Successor Company") shall be a corporation; , limited liability company 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, lease, conveyance or other disposition has been made is a corporation limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (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, lease, conveyance or other disposition Transfer has been made assumes all the obligations of the Company under the Notes, Securities and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture or amendment, in a form reasonably satisfactory to the Trustee; (3c) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5d) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Transfer complies with this Indenture. The Successor Company shall succeed to, and such Supplemental be substituted for, and may exercise every right and power of, the Company under this Indenture (as modified by a Board Resolution, supplemental indenture or Officers' Certificate), and the predecessor Company, except in the case of a lease of all or substantially all of its assets, shall be released from the obligation to pay the principal of and interest on the Securities. The foregoing will not prohibit a consolidation or merger between the Company and a Wholly Owned Subsidiary, the transfer of all or substantially all of the properties or assets of the Company to a Wholly Owned Subsidiary or the transfer of all or substantially all of the properties or assets of a Wholly Owned Subsidiary to the Company; provided, that if any) the Company is not the surviving entity of such transaction or the Person to which such transfer is made, the surviving entity or the Person to which such transfer is made shall comply with clause (b) of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withparagraph.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of the Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its the Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1i) 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, lease, transfer, lease, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, transfer, lease, conveyance or other disposition has been made (i) assumes all the obligations of the Company under the Notes, this Indenture Indenture, the Second Lien Collateral Trust Agreement, the other Security Documents (as applicable) and the Registration Rights First Lien/Second Lien Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (3iii) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Total Leverage Ratio test set forth in Section 4.09(a4.13(a) hereof or (iiy) have a Total Leverage Ratio that would be no greater than such Fixed Charge Coverage Ratio would increase after giving ratio for the Company and the Restricted Subsidiaries immediately prior to such pro forma effecttransaction; and (5v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, lease, conveyance, transfer, or disposition other disposition, and if a supplemental indenture is required in connection with such Supplemental Indenture (if any) transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clauses (iv) and (v) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of the Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. The (a) Except in connection with a Permitted Restructuring in compliance with the provisions of Section 4.2, neither Holdings nor the Company will notwill, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Holdings or the Company 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 Company it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either either: (Aa) Holdings or the Company Company, as the case may be, is the surviving entity or corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made (such entity, in the case of the Company, the “Successor Company” and, in the case of Holdings, the “Successor Person”) is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia (provided that, in the case of the Company, if the Successor Company is not a corporation, the Successor Company shall be required to cause a subsidiary of the Successor Company that is a corporation to be a co-obligor under the Notes); (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or Holdings, as applicable, under the Notes, the Note Guarantee, this Indenture and Indenture, the Registration Rights Agreement Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company or the Successor Person, as the case may be, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a GuarantorCompany, (i) the Company Holdings or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Holdings), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) 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(a3.2(a) hereof or hereof, or (iiB) such would have a Fixed Charge Coverage Ratio would increase after giving greater than the Fixed Charge Coverage Ratio immediately prior to such pro forma effect; andtransaction; (5) each Guarantor (unless the Company is the surviving corporation, or unless such Guarantor is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (6) the Company (or, if applicable, the Successor Company) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such Supplemental supplemental indentures, if any, comply with this Indenture; (7) the Collateral transferred to the Successor Company or the Successor Person, as the case may be, will (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to the Lien in favor of the Trustee for the benefit of the Holders of the Notes, and (C) not be subject to any Lien, other than Liens permitted by the terms of this Indenture; and (8) to the extent that the assets of the Person which is merged or consolidated with or into the Successor Company or the Successor Person, as the case may be, are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Company or the Successor Person, as applicable, will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. In addition, neither the Company nor Holdings will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person other than in compliance with this Section 4.1. The foregoing clauses (3) and (4) of this Section 4.1(a) will not apply to: (1) a merger of Holdings or the Company with an Affiliate solely for the purpose of reincorporating Holdings or the Company in another jurisdiction to realize tax or other benefits; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the Guarantor. (b) The Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not the Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless: (1) if such entity remains a Guarantor, (A) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any other territory thereof; (B) the Successor Guarantor, if other than such Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under the Note Guarantee, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (C) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (D) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and (2) the transaction is made in compliance with Section 3.5 hereof to the extent applicable. Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to another Guarantor or the Company or merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (c) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) The Company, Holdings and a Guarantor, as the case may be, will be released from its obligations under this Indenture and that the Successor Company, the Successor Person and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company, Holdings or a Guarantor, as the case may be, under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all conditions precedent herein provided for relating or substantially all its assets, the predecessor Company will not be released from the obligation to such transaction have been complied withpay the principal of and interest on the Notes and a Guarantor will not be released from its obligations under its Note Guarantee. In addition, following a Permitted Restructuring in compliance with the provisions of Section 4.2, Holdings will be released from its obligations under this Indenture and New Holding Company will succeed to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture, the Collateral Documents and the Intercreditor Agreement.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1i) either 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, lease, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (iiv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) 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 (iiy) such have a Fixed Charge Coverage Ratio that would increase after giving be greater than such pro forma effectratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, lease, conveyance, transfer, or disposition other disposition, and if a supplemental indenture is required in connection with such Supplemental Indenture (if any) transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1A) either either: (Ai) the Company is the surviving corporationPerson; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation Person organized or and validly existing under the laws of the United StatesStates or any jurisdiction thereof, Canada, Mexico, Switzerland, the United Kingdom or any state country that is a member country of the United States European Union on the date of this Indenture, and in each case any jurisdiction, state or subdivision of the District of Columbiaforegoing; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably a supplemental indenture satisfactory in form to the Trustee;; and (3C) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company shall have occurred and a Guarantorbe continuing. Notwithstanding anything else set forth in this Indenture, (i) the Company, directly or indirectly, may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to one or more of its Subsidiaries and (ii) the Company may consolidate or otherwise combine with or merge or amalgamate into an affiliate incorporated or organized for the Person formed by or surviving any such consolidation or merger (if other than purpose of changing the legal domicile of the Company), reincorporating the Company in another jurisdiction, or changing the legal form of the Company. For the avoidance of doubt, this Section 5.01 shall not apply to which such transactions by and among the Company and its Subsidiaries. The Spin-Off and transactions related thereto shall not constitute, or be deemed to constitute, or result in a sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning all or substantially all of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withCompany’s assets.

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 10.05, the Company will and any Guarantor shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company or such Guarantor is the surviving corporation); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, Person unless: : (1) either (Ai) the Company or such Guarantor is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor under the Notes, Notes and this Indenture pursuant to a supplemental indenture, the Collateral Documents and the Registration Rights Intercreditor Agreement pursuant and the successor Person shall cause such amendments, supplements or other instruments to agreements be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; ; and (4iv) except with respect to in the case of a transaction solely between merger of the Company and or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, (i) or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, 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-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in first paragraph of Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) 4.09 hereof. In addition, the Company shall have delivered not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Company and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withthe Guarantors.

Merger, Consolidation or Sale of Assets. The (a) Neither the Company will not, directly or indirectlynor the Parent Guarantor will: (1x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)any Person; or (2y) sell, assignconvey, transfer, lease, convey transfer or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one transaction or more a series of related transactions, to another Person, any Person unless: (1i) either (Ax) the Company or the Parent Guarantor, as applicable, is the surviving corporation; continuing Person or (By) the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than the “Surviving Company”) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation corporation, partnership (including a limited partnership), trust or limited liability company organized or and validly existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of ColumbiaColumbia and expressly assumes by supplemental indenture (or other agreement or supplement, as applicable) all of the obligations of its predecessor under the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory immediately after giving effect to the Trusteetransaction, no Default has occurred and is continuing; (3iii) immediately after such giving effect to the transaction no Default on a pro forma basis, the Parent Guarantor (or Event of Default exists; (4the Surviving Company, as applicable) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur could Incur at least $1.00 of additional Indebtedness pursuant Debt under the Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) of the Parent Guarantor immediately prior to such Fixed Charge Coverage Ratio would increase after giving such pro forma effecttransaction; and (5iv) the Company shall have delivered Parent Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or disposition transfer and such Supplemental Indenture the supplemental indenture (or other agreement or instrument, as applicable) (if any) comply with this Indenture the Indenture; provided, that clauses (ii) and (iii) shall not apply (A) to the consolidation, merger, sale, conveyance, transfer or other disposition of either the Company or the Parent Guarantor with or into a Wholly Owned Restricted Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Wholly Owned Restricted Subsidiary with or into either the Company or the Parent Guarantor or (B) if, in the good faith determination of the Board of Directors of the Parent Guarantor, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of formation or incorporation of the Company or the Parent Guarantor, as applicable. (b) Neither the Company nor the Parent Guarantor shall lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company or the Parent Guarantor, as applicable, is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Parent Guarantor, as applicable, under the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Successor Company had been named as the Company or the Parent Guarantor, as applicable, in the Indenture. Upon any such substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under the Indenture, the Notes and the other Note Documents, and, upon any such substitution in the case of the Parent Guarantor, it will be released from its obligations under the Indenture, its Note Guaranty and the other Note Documents as set forth in Article X. (d) The Co-issuer shall not consolidate or merge with or into any Person, or permit any Person to merge with or into the Co-issuer unless: (i) concurrently therewith, a corporate Wholly Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia (which may be the continuing Person as a result of such transaction) shall expressly assume, by a supplemental indenture (or other agreement or instrument, as applicable), all of the obligations of the Co-issuer under the Indenture, the Notes and the other Note Documents; or (ii) after giving effect thereto, at least one obligor on the Notes shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof; and (iii) immediately after such transaction, no Default has occurred and is continuing. (e) No Subsidiary Guarantor may (i) consolidate or merge with or into any Person, or (ii) sell, convey, transfer or otherwise dispose of all or substantially all of the Subsidiary Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless: (A) the other Person is the Parent Guarantor, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (B) (1) either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all conditions precedent herein provided for relating of the obligations of the Subsidiary Guarantor under its Note Guaranty and the other Note Documents; and (2) immediately after giving effect to such the transaction, no Default has occurred and is continuing; or (C) the transaction have been complied withconstitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) in a transaction or other circumstance that does not violate the Indenture.

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

Merger, Consolidation or Sale of Assets. The Company (a) Neither the Issuer nor the Parent Guarantor will not, directly or indirectly: (1) consolidate or merge with or into another any other Person (whether or, in a single transaction or not the Company is the surviving corporation); or (2) sella series of related transactions, assign, transfer, lease, convey or otherwise dispose of Transfer all or substantially all of the properties or assets of the Company Parent Guarantor and its Restricted Subsidiaries Subsidiaries, taken as a whole, to another Person and (b) neither the Issuer nor the Parent Guarantor will permit any Subsidiary Guarantor to consolidate or merge with or into any other Person or, in one a single transaction or more a series of related transactions, Transfer all or substantially all of the properties or assets of such Subsidiary Guarantor to another Person, Person unless: (1i) either in the case of a merger, consolidation or Transfer involving (A) the Company Parent Guarantor, the Parent Guarantor is the surviving corporation; continuing 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, lease, conveyance or other disposition has been made successor is a corporation corporation, limited liability company, partnership or trust organized or existing under the laws of the United States, any state of the United States or the District of Columbia; a state thereof, (2B) the Issuer, the Issuer is the surviving Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition Transfer has been made willis a corporation, on limited liability company, partnership, trust or similar entity organized under the date laws of the United States or a state thereof, the United Kingdom or any member state of the European Union, or (C) a Subsidiary Guarantor, such transaction after giving pro forma effect thereto and any related financing transactions as if Subsidiary Guarantor is the continuing Person or the successor to such Subsidiary Guarantor is a corporation, limited liability company, partnership or trust organized under the same had occurred at jurisdiction in which such Subsidiary Guarantor is organized or under the beginning laws 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 United States or a state thereof; (ii) the successor Person expressly assumes by a supplemental indenture or amendment of the relevant documents the obligations of the Parent Guarantor, the Issuer or such Fixed Charge Coverage Ratio would increase Subsidiary under the Securities and this Indenture; (iii) the Parent Guarantor, the Issuer, the Subsidiary Guarantor or the successor Person, as the case may be, is not immediately after such transaction, in default in the performance of any covenant or condition under this Indenture; (iv) immediately before and immediately after giving effect to such pro forma effecttransaction, no Event of Default exists; and (5v) the Company Parent Guarantor, the Issuer, the Subsidiary Guarantor or the successor Person shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or disposition transfer and such Supplemental Indenture supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that all conditions precedent herein such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor Person (in each case, in form and substance reasonably satisfactory to the Trustee); provided for relating that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to such transaction have been complied withany matters of fact. This Section 5.01 will not apply to any Transfer of assets between or among the Issuer and any one or more of the Guarantors or between or among any one or more of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effecthereof; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in a form satisfactory to the Trustee, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.

Merger, Consolidation or Sale of Assets. (a) The Company will Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company Issuer and its 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 corporation; 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or States, the District of ColumbiaColumbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company Issuer under the NotesSecurities, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeAgreement; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, 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, either (a) the Successor Company or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (b) the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) for the Successor Company and its Restricted Subsidiaries would be greater than such Fixed Charge Coverage Ratio would increase after giving ratio for the Issuer and its Restricted Subsidiaries immediately prior to such pro forma effecttransaction; and (5) each Guarantor, unless it is the Company other party to the transactions described above, shall have delivered by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary and (ii) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Securities. (b) The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, each stating which opinion may contain customary exceptions and qualifications, that such consolidationthe proposed transaction and the supplemental indenture, merger or disposition and such Supplemental Indenture (if any) , comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.

Merger, Consolidation or Sale of Assets. (a) The Company will notshall not consolidate with or merge into any other Person or, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey, convey sell, lease or otherwise dispose of all or substantially all of the Company’s assets and properties, and shall not permit any Person to consolidate with or merge into the Company unless all of the following conditions are met: (i) if the Company is not the successor Person (the “Successor Company”) in the transaction, the Successor Company is organized and validly existing under the laws of Mexico, or, solely in the case that the successor Person is Braskem S.A. or its direct or indirect subsidiary, Brazil, or any country whose debt securities have an Investment Grade Rating in North America, Central America or South America or that is a member of the European Union or any political subdivision thereof or that belongs to the Organization for Economic Cooperation and Development (each such jurisdiction, a "Qualified Merger Jurisdiction"), expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and this Indenture, and, has delivered all “know- your-customer” or similar information requested by the Trustee; (ii) immediately after giving effect to such transaction, no Event of Default or Default, shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional U.S. $1.00 of Indebtedness pursuant to the first paragraph of Section 3.14 or (b) the Company has received a Ratings Affirmation giving pro forma effect to such transaction; and (iv) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating, among other things, that the conditions precedent hereunder related to the consummation of the transaction and the execution of the supplemental indenture, if any, have been met, and the Opinion of Counsel shall state that any such supplemental indenture constitutes the legal, valid and binding obligation of such successor person. (b) If the conditions of paragraph (a) above are satisfied, the Company shall not have to obtain the approval of the Holders in order to merge or consolidate or to sell or otherwise dispose of all or substantially all of the Company’s properties and assets. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. In addition, these conditions shall apply only if the Company wishes to merge into, consolidate with another Person, or sell or otherwise dispose of all or substantially all of the Company’s assets and properties. The Company shall not need to satisfy these conditions if the Company enters into other types of transactions, including any transaction in which the Company acquires the stock or assets of another Person, any transaction that involves a Change of Control, but in which the Company does not merge or consolidate and any transaction in which the Company sells or otherwise disposes less than substantially all the assets and properties of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:. (1c) either Notwithstanding paragraphs (Aa)(ii), (iii) the Company is the surviving corporation; or and (Biv) the Person formed by or surviving any such consolidation or merger above (if other than the Company) or which do not apply to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United Statestransactions referred to in this sentence), 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, lease, conveyance or other disposition has been made assumes all the obligations Restricted Subsidiary of the Company under the Notesmay consolidate or otherwise combine with, this Indenture merge into or transfer all or part of its properties and the Registration Rights Agreement pursuant to agreements reasonably satisfactory assets to the Trustee; (3) immediately after such transaction no Default Company. Any Restricted Subsidiary may consolidate or Event otherwise combine with, merge into or transfer all or part of Default exists; (4) except with respect its properties and assets to a transaction solely between the any other Restricted Subsidiary. The Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or assets to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions Braskem S.A. as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that long as such consolidation, combination, merger or disposition and such Supplemental Indenture transfer does not result in a Rating Downgrade Event (if any) comply replacing references to a Change of Control with this Indenture and that all conditions precedent herein provided for relating references to such transaction have been complied withconsolidating, combination, merger or transfer, mutatis mutandis).

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if such Person is a limited liability company or partnership, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state of the United States or the District of Columbia becomes a co-issuer of the Notes in connection therewith; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory a supplemental indenture and a supplemental registration rights agreement to the TrusteeRegistration Rights Agreement, as applicable; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, : (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or hereof; or (iiB) such have a Fixed Charge Coverage Ratio would increase after giving that is no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effect; andtransaction. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (51) a merger of the Company shall have delivered to with an Affiliate solely for the Trustee an Officers’ Certificate purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) directly or indirectly sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if such Person is not a corporation, such Person immediately causes a Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia to be added as a co-issuer of the Notes under the Indenture; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof or (iib) such Fixed Charge Coverage have a Debt to Cash Flow Ratio would increase after giving such pro forma effect; and (5) no greater than the Debt to Cash Flow Ratio of the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating immediately prior to such transaction have been complied with.transaction. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (135) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

Merger, Consolidation or Sale of Assets. The Neither the Company will not, directly or indirectly: (1) nor the Parent may consolidate or merge with or into another Person (whether or not the Company or the Parent, as applicable, is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, 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 or merger (if other than the CompanyCompany or the Parent, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation (A) in the case of the Parent, an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or (B) in the case of the United States Company, an entity organized or existing under the laws of England and Wales or a province or territory thereof or of the laws of the U.S., any state thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Parent, as applicable), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made made, assumes all the obligations of the Company or the Parent, as the case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement (pursuant to agreements reasonably a supplemental indenture in a form satisfactory to the Trustee); (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, either (i) the Company Company, the Parent or the any Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made made, will, on 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 periodthereto, 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 4.10 or (ii) at the time of such Fixed Charge Coverage sale, assignment, transfer, lease, conveyance or other disposition shall have been made and after giving pro forma effect thereto, the Leverage Ratio would increase after giving have been no higher than the Leverage Ratio immediately prior to such pro forma effect; and transaction. This Section 5.1 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent and the Restricted Subsidiaries. Clauses (53) and (4) of the first paragraph of this Section 5.1 will not apply to any consolidation or merger of the Parent or the Company shall have delivered to (i) with or into a Restricted Subsidiary for any purpose or (ii) with or into an Affiliate solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counsel, each stating that reincorporating such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withPerson in another jurisdiction in the United States.

Merger, Consolidation or Sale of Assets. The (a) Neither the Company will notnor the Co-Issuer shall, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Company, or the Co-Issuer, as applicable, is the surviving corporation); ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either: (1) either (A) the Company or the Co-Issuer, as applicable, 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Co-Issuer, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (A) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that, if the Person formed by or surviving such consolidation or merger, or the transferee of such properties or assets, is a limited liability company, then there shall be a Restricted Subsidiary of such Person which shall be a corporation organized in the jurisdictions permitted by this Section 5.01(a)(i) and a co-obligor of the Notes) and (B) assumes all the obligations of the Company or the Co-Issuer, as applicable, under the Notes, this Indenture and the Registration Rights Agreement Security Documents pursuant to agreements reasonably satisfactory to the TrusteeTrustee (the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, conveyance or other disposition will have been made, the “Successor Company”); (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (4iii) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or the Person formed by Co-Issuer, as applicable, or surviving any such consolidation or merger the Successor Company (if other than the CompanyCompany or the Co-Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willmade, 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, shall either (x) be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof or (iiy) have a Consolidated Leverage Ratio that is lower than the Consolidated Leverage Ratio of the Company immediately prior to such Fixed Charge Coverage Ratio transaction; (iv) each Guarantor, unless such Guarantor is the Person with which the Company or the Co-Issuer, as applicable, has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and this Indenture; (v) each Guarantor, unless such Guarantor is the Person with which the Company or the Co-Issuer, as applicable, has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the Co-Issuer, as applicable, or the Surviving Company, as applicable, in accordance with the First Lien Notes and the Indenture; (vi) the Collateral owned by a Successor Company will (A) continue to constitute Collateral under this Indenture and the Security Documents and (B) not be subject to any Lien (other than Permitted Liens); (vii) to the extent that any assets owned by a Person consolidated or merged with or into, or sold, assigned, transferred, conveyed or otherwise disposed to, a Successor Company are assets of the type which would increase after giving constitute Collateral under the Security Documents, the Successor Company will take such pro forma effectaction as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and (5viii) the Company shall have delivered Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger merger, sale, assignment, conveyance or other disposition and such Supplemental Indenture (if any) comply complies with this Indenture Section 5.01 and that all conditions precedent herein provided for and relating to such transaction have been complied with. (b) In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Section 5.01(a)(ii) and (iii) shall not apply to (i) any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company or the Co-Issuer, as applicable, and any of the Company’s Restricted Subsidiaries or (ii) any transaction if, in the good faith determination of the Board of Directors of the Company, the sole purpose of the transaction is to reincorporate the Company or the Co-Issuer, as applicable, in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company will not8.1 None of the Company, Red Football Junior Limited or Manchester United Limited will, directly or indirectly: (1a) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2b) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either either: (Ai) the Company is the surviving corporation; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or Manchester United Limited, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized an entity organised or existing under the laws of the United States, any state of the United States or the District of ColumbiaEngland and Wales; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company Company, Red Football Junior Limited or Manchester United Limited, as the case may be, under the NotesFinance Documents to which the Company, this Indenture and the Registration Rights Agreement Red Football Junior Limited or Manchester United Limited (as applicable) is a party pursuant to agreements reasonably satisfactory to the TrusteeAgent; (3c) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company Company, Red Football Junior Limited or Manchester United Limited, as the case may be or the Person formed by or surviving any such consolidation or merger (if other than the Company, Red Football Junior Limited or Manchester United Limited, as the case may be), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade, 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) 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(aparagraph (a) hereof of Clause 3.1 or (ii) such the Fixed Charge Coverage Ratio would increase after giving not be less than it was prior to such pro forma effect; andtransaction; (5e) the Company shall have delivered delivers to the Trustee Agent an Officers’ Certificate and an Opinion opinion of Counselcounsel, in each case, stating that such consolidation, merger or disposition transfer and such Supplemental Indenture (if any) assumption of obligations under the Finance Documents comply with this Indenture Clause 8.1 covenant; and (f) the transaction constitutes a Permitted Reorganisation. 8.2 Any Obligor (other than the Company) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Obligor is the surviving Person) another Person, other than the Issuer, the Company or another Obligor, unless the transaction constitutes a Permitted Reorganisation and 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 is an entity organised or existing under the laws of England and Wales and assumes all the obligations of that Obligor under the Finance Documents to which such Obligor is a party pursuant to agreements reasonably satisfactory to the Agent and immediately after giving effect to that transaction, no Default or Event of Default exists; or (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Finance Documents. 8.3 In addition, no Obligor will, directly or indirectly, lease all conditions precedent herein provided or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 8.4 Paragraphs (c) and (d) of Clause 8.1 will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of any Obligor with or into any other Obligor and paragraph (d) of Clause 8.1 will not apply to any sale or other disposition of all or substantially all of the assets or merger or consolidation of the Issuer with or into an Affiliate solely for relating to such transaction have been complied withthe purpose of reincorporating the Issuer in another jurisdiction for tax reasons. 8.5 Any Restricted Subsidiary that is an Excluded Subsidiary falling within paragraph (d) of the definition thereof will not enter into an amalgamation, merger, demerger or other reorganisation with any other Restricted Subsidiary for so long as it is an Excluded Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: : (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions, to another Person, unless:; (1) either 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, lease, conveyance or other disposition has shall have been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided that if such Person is a limited liability company or partnership, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the laws of the United States, any state thereof or the District of Columbia becomes a co-issuer of the Notes in connection therewith; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (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(a4.06(a) hereof or (iib) such have a Fixed Charge Coverage Ratio would increase after that is better than the Fixed Charge Coverage Ratio of the Company without giving such pro forma effecteffect to the transaction; and (5) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or disposition transfer and such Supplemental Indenture the supplemental indenture (if any) comply with the Indenture; provided, that clauses (3) and (4) do not apply (i) to the Merger, (ii) to the consolidation or merger of the Company with or into, or sale of assets to, a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into the Company or (iii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution delivered to the Trustee, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company. (b) The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) For purposes of this Section 5.01, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which property or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition by the Company (other than by lease) of all or substantially all of the properties and assets of the Company, in accordance with this Section 5.01, the successor Person formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and that the Notes. In the event of any such transfer (other than a transfer of less than all conditions precedent herein provided for relating to such transaction have been complied withof the properties and assets of the Company), the predecessor Company shall be released and discharged from all liabilities and obligations in respect of the Notes and this Indenture, and the predecessor Company may be dissolved, wound up or liquidated at any time thereafter.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a GuarantorCompany, (i) the Company Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a4.09 hereof. (i) hereof a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) any merger of a Restricted Subsidiary into the Company shall have delivered to or another Restricted Subsidiary; (iii) any merger of the Trustee an Officers’ Certificate Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and an Opinion a newly-created Affiliate incorporated solely for the purpose of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The provisions in Article V of the Original Indenture shall not apply with respect to the Notes, and this Article 5 supersedes the entirety thereof. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either 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, lease, conveyance or other disposition has been made (the “Successor Company”) is a corporation an entity organized or existing under the laws of the United States, any state of the United States or States, the District of ColumbiaColumbia or any territory thereof; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Supplemental Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture substantially in the form attached hereto as Exhibit B, or, in each case, pursuant to other documents or instruments reasonably satisfactory to the Trustee;; and (3) immediately after such transaction transaction, no Default or Event of Default exists;. (4b) except with respect to The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes and the Company will automatically be released and discharged from its obligations under the Indenture and the Notes, but in the case of a transaction solely between lease of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a Guarantorwhole, the Company will not be released from the obligation to pay the principal of and interest on the Notes. (ic) Notwithstanding clause (3) of Section 5.01(a), (1) the Company or the Person formed by any Subsidiary may consolidate or surviving any such consolidation amalgamate with or merger (if other than the Company), merge with or to which such sale, assignment, transfer, lease, conveyance into or other disposition has been made will, on the date transfer all or part of such transaction after giving pro forma effect thereto its properties 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 assets to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof Company or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; another Subsidiary, and (52) the Company shall have delivered to may merge with or into an Affiliate solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its the Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either either: (A) the Company is the surviving corporationentity; 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, lease, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in form reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade, will on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, Reference Period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) hereof or (ii) such have a Fixed Charge Coverage Ratio would increase after giving not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such pro forma effecttransaction; and (5) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture supplemental indenture (if any) comply with this Indenture and that all conditions precedent herein provided for therein relating to such transaction have been complied withsatisfied and that such supplement indenture (if any) constitutes the legal, valid and binding obligation of the surviving entity or the successor corporation, subject to customary exceptions. provided that compliance with this Section 5.01 will not be required with respect to (1) any statutory conversion of the Company to a corporation or another form or entity, (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries or (3) IPOCo Transactions, the Qualified IPO and the transactions relating thereto, provided further that Sections 5.01(a)(3) and (4) will not apply to any merger or consolidation of the Company (A) with or into one of its Restricted Subsidiaries for any purpose or (B) with or into an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either either: (A) the Company is the surviving corporationentity; 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; 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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is a limited liability company, there shall be a co‑issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists;; and (4iv) except the Company delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with respect this Indenture and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a transaction solely between consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (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 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 Guarantorsale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (id) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company 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 Person formed by or surviving any such consolidation or merger predecessor shall not be so released. (if other than e) Notwithstanding the Company)foregoing, or clause (iii) of Section 5.01(a) shall not apply to which such (A) a sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willof assets between or among the Company and its Subsidiaries, on the date (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of such transaction after giving pro forma effect thereto all or part of its properties 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 assets to the Fixed Charge Coverage Ratio test set forth Company or to another Subsidiary (provided that, in Section 4.09(athe event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Company or another Guarantor) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5C) the Company shall have delivered to merging with an Affiliate solely for the Trustee an Officers’ Certificate purpose and an Opinion with the sole effect of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company will not, directly shall not in a single transaction or indirectly: (1) through a series of related transactions consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); directly or (2) indirectly sell, assign, transfer, lease, lease or convey or otherwise dispose of all or substantially all of its properties and assets to, another Person (except any Restricted Subsidiary existing on the properties date hereof and except any other Restricted Subsidiary created or assets acquired after the date hereof with a positive Consolidated Net Worth, PROVIDED that in connection with any merger of the Company and its Restricted Subsidiaries taken as a wholewith any such Subsidiary, no consideration (other than common stock in one the surviving corporation or more related transactions, the Company) shall be issued or distributed to another Person, the stockholders of the Company) unless: (1a) either (Ai) the Company is the surviving corporation; continuing person or (Bii) the Person formed by resulting, surviving or surviving any such consolidation or merger transferee entity (if other than the Company"Surviving Entity") or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation or partnership organized or and existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2) Columbia and expressly assumes by supplemental indenture, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than Trustee, in a form satisfactory to the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance or other disposition has been made assumes all of the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeSecurities; (3b) immediately after giving effect to such transaction transaction, no Default or and no Event of Default existsunder this Indenture shall have occurred and be continuing; (4c) except with respect immediately after giving effect to such transaction on a transaction solely between PRO FORMA basis, the Consolidated Net Worth of the Surviving Entity is at least equal to the Consolidated Net Worth of the Company and a Guarantor, immediately prior to such transaction; and (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or immediately after giving effect to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodon a PRO FORMA basis, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such of the Surviving Entity is at least 1:1; PROVIDED that if the Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) of the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating before giving effect to such transaction is within the range set forth in column (A) below, then the PRO FORMA Fixed Charge Coverage Ratio of the Surviving Entity shall be at least equal to the lesser of (x) the ratio determined by multiplying the percentage set forth in Column B by the Fixed Charged Charge Coverage Ratio of the Company prior to such transaction, and (y) the ratio set forth in Column C below: (A) (B) (C) --- --- --- 1.11:1 to 1.99:1...................................... 90% 1.5:1 2.00:1 to 2.99:1...................................... 80% 2.1:1 3.00:1 to 3.99:1...................................... 70% 2.4:1 4.00:1 or more........................................ 60% 2.5:1 and PROVIDED, FURTHER, that if the PRO FORMA Fixed Charge Coverage Ratio of the Surviving Entity is 3:1 or more, the calculation in the preceding proviso shall be inapplicable and such transaction shall be deemed to have been complied withwith the require ments of this clause (d).

Merger, Consolidation or Sale of Assets. The Company will shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1a) either either: (Ai) the Company is the surviving corporation; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willmade: (i) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (ii) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) 4.09. In addition, the Company shall have delivered not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not 52 59 apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Company and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withits Wholly Owned Restricted Subsidiaries which are Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1) Borrower may not consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties or properties, rights and assets of the Company Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, to any Person, in one a single transaction or more in a series of related transactions, to another Person, unless: (1) either (A) the Company is the surviving corporation; or (Bi) the Person formed by or surviving any such consolidation or merger is the Borrower or (ii) the Person (if other than the CompanyBorrower) formed by such consolidation or to into which such sale, assignment, the Borrower is merged or the Person which acquires by conveyance or transfer, leaseor which leases, conveyance all or other disposition has been made substantially all of the properties, rights and assets of the Borrower (the “Successor Company”), is a corporation an entity organized or existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; (2) the Person formed by or surviving in any such transaction in which there is a Successor Company, the Successor Company expressly assumes the Obligations pursuant to joinder agreements or other documents reasonably satisfactory to the Administrative Agent; and (3) immediately after giving effect to the transaction, no Event of Default and no Default shall have occurred and be continuing. This Section 6.3 shall not apply to: (i) a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction in the United States of America, any State thereof or the District of Columbia; or (ii) any consolidation or merger of (if other than a) the CompanyBorrower into a Guarantor, (b) a Guarantor into the Borrower or another Guarantor or (c) a Subsidiary of the Person to which such Borrower into the Borrower or another Subsidiary of the Borrower; or (iii) any sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made assumes all of property, rights or assets (a) by the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant Borrower to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (ib) by a Guarantor to the Company Borrower or another Guarantor or (c) by a Subsidiary of the Person formed by Borrower to the Borrower or surviving another Subsidiary of the Borrower. (b) Upon any such consolidation of the Borrower with, or merger (if of the Borrower into, any other than the Company), Person or to which such any sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition has been made willof all or substantially all the properties, on rights and assets of the date of such transaction after giving pro forma Borrower to a Successor Company in accordance with the conditions described in Section 6.3(a), the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Borrower under this Agreement, the Pari Passu Intercreditor Agreement and the Security Documents with the same effect thereto and any related financing transactions as if such Successor Company had been named as the same had occurred at Borrower and thereafter, except in the beginning case of a lease, the applicable four-quarter periodpredecessor Person shall be relieved of all obligations and covenants under this Agreement, be permitted to incur at least $1.00 the Pari Passu Intercreditor Agreement and the Security Documents. (c) For the avoidance of additional Indebtedness pursuant doubt, notwithstanding any provision herein to the Fixed Charge Coverage Ratio test contrary, any sale, assignment, conveyance, transfer, lease or other disposition of Material Intellectual Property by Borrower to one or more Restricted Subsidiaries in a single or series of related transactions where the conditions set forth in the proviso to Section 4.09(a9.14(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company have been satisfied shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counselnot be considered a sale, each stating that such consolidationassignment, merger conveyance, transfer, lease or disposition of all or substantially all the properties, rights or assets of the Borrower and such Supplemental Indenture (if any) comply with its Restricted Subsidiaries, taken as a whole, for purposes of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withSection 6.3.

Merger, Consolidation or Sale of Assets. The Company will shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a wholewhole to any other Person or group of affiliated Persons, in one or more related transactions, to another Person, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) the Company or any Restricted Subsidiary is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a GuarantorCompany, (i) the Company Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) 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 4.10 hereof, or (ii) such have a Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) that exceeds the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating Company's Fixed Charge Coverage Ratio immediately prior to such transaction have been complied withand any related financing transactions. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1A) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); ) or (2B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1i) either either: (Aa) the Company is the surviving corporation; 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, lease, conveyance or other disposition has shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made Columbia and assumes all of the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3ii) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (iiii) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made willshall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in first paragraph of Section 4.09(a) 4.9 hereof or (iib) have a Leverage Ratio equal to or less than the Leverage Ratio of the Company immediately prior to such Fixed Charge Coverage Ratio transaction. For purposes of this Section 5.1, the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would increase after giving such pro forma effectconstitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the preceding clause (iii), (x) any Restricted Subsidiary may consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to the Company or to any Restricted Subsidiary; and provided that a Guarantor may only consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to the Company or a Guarantor and (5y) the Company shall have delivered to may merge with an Affiliate incorporated solely for the Trustee an Officers’ Certificate and an Opinion purpose of Counselreincorporating the Company in another jurisdiction so long as such jurisdiction is the United States, each stating that such consolidation, merger any state of the United States or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withthe District of Columbia.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company 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 Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either 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, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state State of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and Indenture, the Registration Rights Agreement and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.09. The preceding clause (4) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) shall not prohibit a merger between the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion Affiliate with no substantial assets or liabilities for the sole purpose of Counselreincorporating the Company in another State of the United States or the District of Columbia. In addition, each stating that such consolidationthe Company may not, merger directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withany of its Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Neither the Company will notnor the Parent will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); Person, or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either (Aa) the Company Parent or the Company, as applicable, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Parent) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of Canada, any province thereof, the 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 CompanyCompany or the Parent, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company or the Parent, as applicable, under the Notes, this Indenture and Indenture, the Registration Rights Agreement Agreement, the Parent’s Guarantee and the Collateral Agreements, as applicable, pursuant to agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, as applicable (it being agreed that if the Company is merged into the Parent, the Parent must assume all such obligations of the Company); (3) immediately after such transaction no Default or Event of Default exists; (4) except with respect to a transaction solely between the Parent, the Company and a and/or any Subsidiary Guarantor, either (ia) 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, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro 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 hereof, or (iib) such the Fixed Charge Coverage Ratio would increase of the Parent or the surviving or transferee entity, as applicable, after giving pro-forma effect to such pro forma effecttransaction, is greater than or equal to the Parent’s Fixed Charge Coverage Ratio immediately prior to such transaction; and (5) the Company or the Parent shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in a form satisfactory to the Trustee, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withIndenture.

Merger, Consolidation or Sale of Assets. The Company will not, directly or indirectly: (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: Person unless (1) either (Ai) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States thereof 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 such laws; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately before and after such transaction no Default or Event of Default exists; shall have occurred and be continuing; and (4iv) except with respect to in the case of a transaction solely between merger of the Company and with or into a GuarantorRestricted Subsidiary, (i) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, 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, (x) 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 4.09 or (iiy) such have a Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) that is no less than the Fixed Charge Coverage Ratio of the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating immediately prior to such transaction have been complied withtransaction.

Merger, Consolidation or Sale of Assets. The Company will notNeither the Investor nor Carey Agri may, directly or indirectly: indirectly (1i) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Investor or Carey Agri (as applicable) is the surviving corporation); or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Investor and its Restricted Subsidiaries Subsidiaries, taken as a whole, or Carey Agri and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: : either: the Investor or Carey Agri (1as applicable) either (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInvestor or Carey Agri (as applicable)) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of any member state of the United StatesEuropean Union, Switzerland, Norway, Canada, any state of the United States or the District of Columbia; (2) ; the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInvestor or Carey Agri (as applicable)) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company Investor or Carey Agri (as applicable) under the Notes, this Indenture and the Registration Rights Agreement Finance Documents pursuant to agreements supplemental documents reasonably satisfactory to the Trustee; (3) Lender; immediately after such transaction transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; (4) except with respect to a transaction solely between ; and the Company and a GuarantorInvestor, (i) the Company Carey Agri or the Person (as applicable) formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInvestor or Carey Agri (as applicable)), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made made: will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof 0 (Incurrence of Indebtedness and Issuance of Preference Shares); will (either directly or (ii) through its Restricted Subsidiaries), on the date of such Fixed Charge Coverage Ratio would increase transaction after giving effect thereto, retain all licenses and other authorizations reasonably required to operate its business as it was conducted prior to such pro forma effecttransaction; and (5) the Company shall have delivered and furnishes to the Trustee Lender an Officers’ Certificate and an Opinion of Counsel, each stating Counsel providing that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply the transaction complies with this Indenture Schedule. In addition, neither the Investor nor Carey Agri may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The Investor will not permit any Obligor (other than Carey Agri) to: directly or indirectly consolidate or merge with or into another Person (whether or not such Obligor is the surviving corporation); or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, taken as a whole, in one or more related transactions, to another Person; unless immediately after such transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; and that all conditions precedent herein provided for relating to such transaction have been complied with.either:

Merger, Consolidation or Sale of Assets. The Company will not(a) Neither of the Obligors shall, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company such Obligor 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 Company such Obligor and its Restricted Material Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: Person unless (1i) either (A) the Company such Obligor is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Obligor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; , (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Obligor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company Obligors under the Notes, this Indenture and the Registration Rights Agreement, the Security Agreements, the Intercreditor Agreements, the Notes and this Agreement pursuant to agreements in a form reasonably satisfactory to the Trustee; Majority Holders, (3iii) immediately after such transaction transaction, no Default or Event of Default exists; exists and (4iv) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company such Obligor or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Obligor), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will(A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Obligor immediately preceding the transaction and (B) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of such Obligor's latest four fiscal quarters for which consolidated financial statements of such Obligor are available immediately preceding the applicable date of such transaction, have a ratio of Total Consolidated Indebtedness to Adjusted Consolidated Operating Cash Flow for such four-quarter periodperiod less than 6.0 to 1.0. In addition, each Obligor shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 8.11(a) shall not be permitted applicable to incur at least $1.00 a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(aproperties or assets between or among (i) hereof either Obligor and its Material Subsidiaries or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; andthe Obligors. (5b) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company assets of an Obligor in accordance with Section 8.11(a) hereof, the successor corporation formed by such consolidation or into or with which such Obligor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall have delivered to succeed to, and be substituted for (so that from and after the Trustee an Officers’ Certificate and an Opinion date of Counsel, each stating that such consolidation, merger merger, sale, lease, conveyance or disposition other disposition, the provisions of this Agreement referring to such "Obligor" shall refer instead to the successor corporation), and may exercise every right and power of such Supplemental Indenture Obligor under this Agreement with the same effect as if such successor Person had been named as such Obligor herein; provided, however, that the predecessor Obligor shall not be relieved from the obligation to pay the principal of and interest (and premium, if any) comply with this Indenture and on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Obligor's assets that all conditions precedent herein provided for relating to such transaction have been complied withmeets the requirements of Section 8.11(a) hereof.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either 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, leaseconveyance, conveyance lease or other disposition has been made is 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, the 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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3iii) immediately after such transaction transaction, no Default or Event of Default exists;; and (4iv) except the Company delivers an Officers' Certificate and Opinion of Counsel stating that such transaction complies with respect this Indenture and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a transaction solely between consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (c) For 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 Guarantorsale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (id) 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 Person formed by or surviving any such consolidation or merger predecessor shall not be so released. (if other than e) Notwithstanding the Company)foregoing, or clause (iii) of Section 5.01(a) shall not apply to which such (A) a sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made willof assets between or among the Company and its Subsidiaries, on the date (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of such transaction after giving pro forma effect thereto all or part of its properties 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 assets to the Fixed Charge Coverage Ratio test set forth Company or to another Subsidiary (provided, that, in Section 4.09(athe event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Company or another Guarantor) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5C) the Company shall have delivered to merging with an Affiliate solely for the Trustee an Officers’ Certificate purpose and an Opinion with the sole effect of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withreincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. The Company (a) Revel will not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company Revel is the surviving corporation); entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either (Aa) the Company Revel is the surviving corporation; entity or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyRevel) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is either (x) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or (y) a limited liability company formed and existing under the laws of the United States of America, any state thereof or the District of Columbia, provided that in the case of this clause (y) the Notes have a co-issuer that is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyRevel) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company Revel under the Notes, this Indenture and Indenture, the Registration Rights Agreement and the Collateral Documents pursuant to written agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except such transaction would not result in the loss or suspension or material impairment of any material Gaming License of Revel and the Restricted Subsidiaries (taken as a whole) unless a comparable new or replacement Gaming License is effective prior to or simultaneously with respect to a transaction solely between the Company and a Guarantorsuch loss, suspension or material impairment; (i5) the Company Revel or the Person formed by or surviving any such consolidation or merger (if other than the CompanyRevel), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made willwould, 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 Consolidated Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio for Revel immediately prior to such transaction; (6) such transaction, at the time it is undertaken, would increase after giving not require any Holder or Beneficial Owner of Notes in its capacity as a Holder of Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction (provided that such pro forma effectHolder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction); and (57) the Company Revel shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transaction and such Supplemental Indenture (agreements, if any) , comply with this Indenture Indenture. In addition, Revel will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (i) a merger, consolidation, sale, assignment, lease, transfer, conveyance or other disposition of assets between or among Revel and any of the Guarantors (including a Person that becomes a Guarantor upon consummation of such transaction); or (ii) the Closing Date Transactions. In addition, without complying with clause (5) above, Revel or its Restricted Subsidiaries may effectuate a reincorporation or reorganization of Revel or any of the Restricted Subsidiaries in another state of the United States or the District of Columbia. Upon any sale, assignment, transfer, conveyance or other disposition of all conditions precedent herein provided for relating or substantially all of Revel’s and the Restricted Subsidiaries’ assets, taken as a whole, in compliance with the provisions of this Section 5.01, Revel and the Restricted Subsidiaries will be released from the obligations under the Notes, the Note Guarantees, and the Collateral Documents except with respect to any obligations that arise from, or are related to, such transaction have been complied withtransaction.

Merger, Consolidation or Sale of Assets. The Company will OI Group shall not, in any transaction or series of transactions, merge or consolidate with or into or, directly or indirectly: (1) consolidate , Transfer all or merge with substantially all of its properties and assets to, any Person or Persons, and OI Group shall not permit any of its Restricted Subsidiaries to enter into another Person (whether any such transaction or not series of transactions if such transaction or series of transactions, in the Company is the surviving corporation); or (2) sellaggregate, assign, transfer, lease, convey or otherwise dispose would result in a Transfer of all or substantially all of the properties or and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole, in one or more related transactionsconsolidated basis, to another Personany other Person or Persons, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the CompanyOI Group or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company OI Group or the Person Successor Company formed by or surviving any such consolidation or merger (if other than the CompanyOI Group), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company Transfer shall have been made, delivers or causes to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger transaction or disposition series of transactions and such Supplemental Indenture (if any) the supplemental indenture in respect thereto comply with this the Indenture and that all conditions precedent herein provided for in the Indenture relating to such transaction and the supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Company) to (i) a merger or consolidation of any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the Transfer of assets between or among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by OI Group (if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any other Restricted Subsidiaries of OI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2y) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1i) either either: (A) the Company is the surviving corporation; 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, leaseconveyance, conveyance lease or other disposition has been made is is, in the case of the Company, a corporation organized or existing under the laws of the 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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists;; and (4iv) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, 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, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (b) the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) for the Successor Company and its Restricted Subsidiaries would be greater than such Fixed Charge Coverage Ratio would increase after giving ratio for the Company and its Restricted Subsidiaries immediately prior to such pro forma effect; andtransaction. (5b) For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the 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 be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (c) The predecessor company will be released from its obligations under this Indenture and the Successor Company will 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 will not be released from the obligation to pay the principal of and interest on the Notes. (d) This Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. Notwithstanding the foregoing, clauses (iii) and (iv) will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company shall have delivered to merging with an Affiliate solely for the Trustee an Officers’ Certificate purpose and an Opinion with the sole effect of Counsel, each stating that such consolidation, merger or disposition reincorporating the Company in another jurisdiction so long as the amount of Indebtedness of the Company and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company will OI Group shall not, in any transaction or series of transactions, merge or consolidate with or into or, directly or indirectly: (1) consolidate , Transfer all or merge with substantially all of its properties and assets to, any Person or Persons, and OI Group shall not permit any of its Restricted Subsidiaries to enter into another Person (whether any such transaction or not series of transactions if such transaction or series of transactions, in the Company is the surviving corporation); or (2) sellaggregate, assign, transfer, lease, convey or otherwise dispose would result in a Transfer of all or substantially all of the properties or and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole, in one or more related transactionsconsolidated basis, to another Personany other Person or Persons, unlessunless at the time and after giving effect thereto: (1) either either: (Aa) OI Group or such Restricted Subsidiary, as the Company case may be, is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than OI Group or such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the CompanyOI Group or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company OI Group or the Person Successor Company formed by or surviving any such consolidation or merger (if other than the CompanyOI Group), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company Transfer shall have been made, delivers or causes to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger transaction or disposition series of transactions and such Supplemental Indenture (if any) the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction and the supplemental indenture have been complied with. Section 5.01 shall not apply (other than with respect to the Company) to (i) a merger or consolidation of any Restricted Subsidiary of OI Group into OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group or the Transfer of assets between or among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by OI Group (if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any other Restricted Subsidiaries of OI Group in existence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company will not, directly or indirectly: (1) shall not consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); convey, transfer or (2) sell, assign, transfer, lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a wholeto, in one or more related transactions, to another any Person, unless: unless (1) either (Ai) the Company is or the Parent Guarantor shall be the resulting, surviving corporation; or transferee corporation (Bthe "Successor Company"), (ii) the Person formed by or surviving any such consolidation or merger Successor Company (if other than not the Company) or shall expressly assume by a supplemental indenture, in a form acceptable to which such salethe Trustee, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (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, lease, conveyance or other disposition has been made assumes all the obligations of the Company under this Indenture, the Notes, this Indenture Notes and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; Security Documents; (3iii) immediately after giving effect to such transaction on a pro forma basis (and, treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been issued by such Person at the time of such transaction), no Default or Event shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Default exists; Indebtedness pursuant to paragraph (4a) except with respect of Section 4.09 hereof; (v) immediately after giving effect to a transaction solely between such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Parent Guarantor immediately prior to such transaction; and a Guarantor, (ivi) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such Supplemental Indenture supplemental indenture, if any, complies with this Indenture. The Successor Company shall 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. (b) The Parent Guarantor shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to any Person unless: (i) the Successor Company (if not the Parent Guarantor) shall expressly assume by a supplemental indenture, in a form acceptable to the Trustee, all the obligations of such Guarantor, if any, under this Indenture, the Guaranty Agreement and the Security Documents; (ii) comply with this Indenture and that all conditions precedent herein provided for relating immediately after giving effect to such transaction or transactions on a pro forma basis (and, treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.09 hereof; (iv) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Parent Guarantor immediately prior to such transaction; and (v) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture. (c) No Subsidiary Guarantor shall consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to any Person (other than the Parent Guarantor, the Company or another Subsidiary Guarantor), unless: (i) the Successor Company (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guaxxxxxx under this Indenture, the Guaranty Agreement and the Security Documents, pursuant to an Assumption Agreement in substantially the form of Annex 1 to the Guaranty Agreement; (ii) immediately after giving effect to such transaction on a pro forma basis (and, treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been complied withissued by such Person at the time of such transaction), no Default shall have occurred and be continuing; (iii) such Subsidiary Guarantor, or the Successor Company, would have a Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; and (iv) the Parent Guarantor, immediately after giving pro forma effect to such transaction, would be able to incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company will may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1a) either either: (Ai) the Company is the surviving corporation; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (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, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists;; and (4) except with respect to a transaction solely between the Company and a Guarantor, (id) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, will either: (i) 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 (other than Permitted Debt) pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof or 4.09 hereof; or (ii) have a Leverage Ratio less than the Leverage Ratio of the Company immediately prior to such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and transaction. Notwithstanding the foregoing clauses (5b) and (d), (i) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (ii) the Company may merge with an Affiliate of the Company organized solely for the purposes of reorganizing the Company in another jurisdiction in the United States to realize tax or other benefits. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall have delivered not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee an Officers’ Certificate Company and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) comply with this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied withits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company will may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1) 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, leaseconveyance, conveyance lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or States, the District of Columbia; Columbia or any territory thereof (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, leaseconveyance, conveyance lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); (2) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) except with respect to a transaction solely between the Company and a Guarantor, (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, 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, 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 the first paragraph of Section 4.09(a) hereof 4.9 or (iib) such the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would increase after giving be at least equal to or greater than such pro forma effectratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) each Guarantor (except if it is the other party to the transactions described above in which case clause (2) above shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture and the Registration Rights Agreement. (b) Notwithstanding the foregoing, clauses (3) , (4) and (5) above will not be applicable to (a) any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Guarantor; (b) the Company merging with an Affiliate solely for the purpose of reincorporating the Company, as the case may be, in another jurisdiction; and (c) any Foreign Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to any other Foreign Subsidiary; provided that if the Foreign Subsidiary so consolidating, merging or transferring all or part of its properties and assets is a Foreign Subsidiary that is a Guarantor, such Foreign Subsidiary shall, substantially simultaneously with such merger, transfer or disposition, terminate its Guarantee and otherwise be in compliance with the terms of this Indenture. (c) For purposes of this Section 5.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the 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 be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company. (d) The predecessor company will be released from its obligations under this Indenture and the Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and interest on the Notes. (e) In connection with any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1, the Company shall have delivered expressly assume the obligations under this Indenture and Notes by supplemental indenture and shall execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, evidencing such succession together with an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company contemplated by this Section 5.1 and such Supplemental Indenture (if any) comply supplemental indenture in respect thereto complies with this Indenture Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied withwith and that such supplemental indenture constitutes the legal, valid and binding obligation of the successor entity, subject to the customary exceptions.

Merger, Consolidation or Sale of Assets. (a) The Company will notnot and will not permit any of its Subsidiaries to consolidate with, directly or indirectly: (1) consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of the properties its assets (as an entirety 60 or assets of the Company and its Restricted Subsidiaries taken substantially as a whole, an entirety in one transaction or more a series of related transactions), to another Person, any Person unless: : (1) either (Ai) the Company is or such Subsidiary, as the surviving corporation; case may be, shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such saleSubsidiary, assignmentas the case may be, transfer, lease, conveyance or other disposition has been made is are transferred shall be a corporation organized or and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; (2) Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than Trustee, in form satisfactory to the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance or other disposition has been made assumes all of the obligations of the Company or such Subsidiary, as the case may be, under the NotesSenior Notes and this Indenture, and the obligations under this Indenture shall remain in full force and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; effect; (3ii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists; shall have occurred and be continuing; and (4iii) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantor, (i) pro forma basis the Company or the such Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof; and (iv) immediately thereafter, the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof Company, such Subsidiary or (ii) the other surviving entity, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company or such Fixed Charge Coverage Ratio would increase after giving Subsidiary, as the case may be, immediately prior to such pro forma effect; andtransaction. (5b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.01, the Company shall have delivered deliver or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such Supplemental Indenture (if any) the supplemental indenture in respect thereto comply with this Indenture Section 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company will shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationsurvivor); or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, or permit any of its Restricted Subsidiaries to enter into one transaction or a series of related transactions that, in the properties aggregate, would result in a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company Azurix and its Restricted Subsidiaries taken as on a whole, in one or more related transactionsconsolidated basis, to another Person, any Person unless: (1i) either either: (A) the Company is shall be the surviving corporationcontinuing Person; 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, lease, conveyance or other disposition has of assets of the Company or its Restricted Subsidiaries shall have been made is a corporation Person organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia;, provided that such Person shall be a corporation formed under such laws unless, at or prior to the time of such consolidation, merger, or sale, assignment, transfer, lease, conveyance or other disposition, such a corporation shall, by execution and delivery to the Trustee of a supplemental indenture in compliance with this Indenture become a co-obligor in respect of the Notes and the Indenture; 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, lease, conveyance or other disposition has shall have been made made, expressly assumes in writing by execution and delivery to the Trustee of a supplemental indenture in compliance with this Indenture all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3iii) immediately after giving effect to such transaction transaction, no Default or Event of Default existsor Default shall have occurred and be continuing; (4iv) except with respect immediately after giving effect to such transaction on a transaction solely between the Company and a Guarantorpro forma basis, (i) the Company or the continuing Person formed by or surviving any transferee would be able to Incur at least $1 of Debt under Section 4.09(a); and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (if any) supplemental indenture comply with this Indenture and that all conditions precedent herein provided for therein relating to such transaction have been complied withsatisfied. If a transaction does not have as one of its purposes the evasion of the limitations imposed in this Section 5.01, then clause (iv) of this Section 5.01 shall not prohibit a transaction, the principal purpose of which is, as determined in good faith by the Board of Directors and evidenced by a Board Resolution, to change the state of incorporation of the Company.