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

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), survivor) or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless Person, unless: (1) either (a) the Company is the surviving corporation 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, leaseconveyance, conveyance lease or other disposition shall have has been made is a corporation an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b2) 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 shall have has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c3) immediately after giving effect to such transaction transaction, no Default or Event of Default exists exists; (4) immediately after giving effect to such transaction and (d) except in any related financing transaction on a pro forma basis as if the case of a merger same had occurred at the beginning of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyapplicable four-quarter period, either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has 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) willmade, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) the first paragraph Fixed Charge Coverage Ratio of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliveror the Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be deliveredwhich 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 has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the such supplemental indenture in respect thereto indenture, if any, comply with this provision Indenture. (b) This Section 5.01 will not apply to (1) any statutory conversion of the Company to a corporation or another form of entity or (2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and that all conditions precedent its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reorganizing the Company in the Indenture provided for relating to such transaction or transactions have been complied withanother jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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) willmade, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either: (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction. In connection with Notwithstanding clause (iv) in the immediately foregoing paragraph, (i) any consolidationRestricted Subsidiary may consolidate with, merger merge into or disposition contemplated by this provision, transfer all or part of its properties and assets to the Company; and (ii) the Company shall deliver, may merge with an Affiliate that has no significant assets or cause to be delivered, to liabilities and was incorporated solely for the Trustee, purpose of reincorporating the Company in form another State of the United States so long as the amount of Indebtedness of the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not 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, leaseconvey, convey lease or otherwise dispose of all or substantially all of its 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: (a1) either: (A) the Company is the surviving corporation or 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 shall have has been made is a corporation an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of ColumbiaColumbia and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (b2) 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 shall have has been made assumes all the obligations Obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture substantially in a the form reasonably satisfactory to the Trustee, of Exhibit F hereto; (c3) immediately after such transaction transaction, no Default or Event of Default exists and exists; (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (5) other than with respect to mergers or consolidations of a Guarantor into another Guarantor or the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionCompany, the Company shall deliver, or cause to be delivered, deliver to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, conveyance, lease or other disposition and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture comply with this provision Article and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with. This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any wholly owned Restricted Subsidiary of the Company. Clauses (3), (4) and (5) of this Section 5.01 will not apply to (a) any merger or consolidation of any Restricted Subsidiary with or into the Company or (b) a merger or consolidation of the Company with or into an Affiliate for the purpose of reincorporating the Company in another jurisdiction so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company shall deliver, may merge with another Person if (a) the Company is the surviving Person; (b) the consideration issued or cause to be delivered, to paid by the Trustee, Company in form such merger consists solely of Equity Interests (other than Disqualified Stock) of the Company or Equity Interests of EchoStar; and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating (c) immediately after giving effect to such transaction or transactions have been complied withmerger, the Company's Indebtedness to Cash Flow Ratio does not exceed the Company's Indebtedness to Cash Flow Ratio immediately prior to such merger.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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) willmade, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction. In connection with Notwithstanding clause (iv) in the immediately foregoing paragraph, (i) any consolidationRestricted Subsidiary may consolidate with, merger merge into or disposition contemplated by this provision, transfer all or part of its properties and assets to the Company shall deliver, and (ii) the Company may merge with an Affiliate that has no significant assets or cause to be delivered, to liabilities and was incorporated solely for the Trustee, purpose of reincorporating the Company in form another State of the United States so long as the amount of Indebtedness of the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, hereof and (v) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or other disposition and the such supplemental indenture in respect thereto comply complies with this provision Article and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The (a) Neither the Parent Guarantor nor the Company shall not will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent Guarantor or the Company is the surviving corporationsurvives), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless unless: (ai) either: (A) if the transaction or series of transactions is a consolidation of the Parent Guarantor or the Company is with or a merger of the Parent Guarantor or the Company with or into any other Person, the Parent Guarantor or the Company, as the case may be, shall be the surviving corporation entity of such merger or the Person formed by or surviving any such consolidation or merger consolidation; or (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bB) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes shall be a corporation organized and existing under the laws of the British Virgin Islands, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx, any state of the United States or the District of Columbia, and such Person shall expressly assume all the obligations Obligations of the Company Parent Guarantor or the Company, as the case may be, under the Notes and this Indenture Finance Documents pursuant to a supplemental indenture in a form such accession documents or agreements that are reasonably satisfactory to the TrusteeAgent, the Common Security Agent and the Intercreditor Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Transaction Security Documents on the Collateral owned by or transferred to the surviving Person; (cii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (diii) except in the case of a merger of Parent Guarantor or the Company with or into a Wholly Owned Restricted Subsidiary of the Companyor, the Company or if applicable, the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after made, would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $US$1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4(a) hereof; and (iv) Clauses 22.10 (“Know your customer” checks) and 27 (Changes to the first paragraph Obligors) of Section 4.09 hereof. In connection this Agreement are satisfied. (b) No Subsidiary Guarantor will, and the Parent Guarantor will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with any consolidationor into another Person (whether or not such Subsidiary Guarantor survives); or (2) sell, merger assign, transfer, convey or disposition contemplated by this provision, otherwise dispose of all or substantially all of the Company shall deliver, properties or cause to be deliveredassets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless: (i) either: (A) if the Trusteetransaction or series of transactions is a consolidation of such Subsidiary Guarantor with or a merger of such Subsidiary Guarantor with or into any other Person, in form such Subsidiary Guarantor shall be the surviving entity of such consolidation or merger; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made shall be a corporation organized and substance existing under the laws of the British Virgin Islands, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx, any state of the United States or the District of Columbia, and such Person shall expressly assume all the Obligations of the Parent Guarantor or the Company, as the case may be, under the Finance Documents pursuant to such accession documents or agreements that are reasonably satisfactory to the TrusteeAgent, an Officers' Certificate the Common Security Agent and an Opinion the Intercreditor Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of Counselthe Lien created under the Transaction Security Documents on the Collateral owned by or transferred to the surviving Person; (ii) immediately after such transaction, each stating no Default or Event of Default exists; and (iii) Clauses 22.10 (“Know your customer” checks) and 27 (Changes to the Obligors) of this Agreement are satisfied, provided, however, that the provisions of this Section 13(b) shall not apply if such Subsidiary Guarantor is released from its obligations as a Guarantor as a result of such consolidation, merger, sale or other disposition pursuant to the Finance Documents. (c) This Section 13 will not apply to: (i) a merger of the Company or a Guarantor, as the case may be, with an Affiliate solely for the purpose of reincorporating the Company or a Subsidiary Guarantor, as the case may be, in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, or other disposition of assets between or among the Company and the supplemental indenture Guarantors or between or among the Guarantors. (d) Upon consummation of any consolidation or merger, or any sale, assignment, transfer, conveyance, or other disposition of assets by a Subsidiary Guarantor with or into the Company or another Guarantor in respect thereto comply accordance with this provision and Section 13 which results in a Subsidiary Guarantor distributing all of its assets (other than de minimis assets required by law to maintain its corporate existence) to the Company or another Guarantor, such transferring Subsidiary Guarantor may be wound up pursuant to a solvent liquidation or solvent reorganization; provided that all conditions precedent in it shall have no third party recourse Indebtedness or be the Indenture provided for relating to such transaction or transactions have been complied withobligor under any intercompany Indebtedness.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into any person (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless unless: (a) the Company is the surviving corporation or the Person 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person entity or 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 shall have been made assumes all the obligations Obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one person and such person shall have been made (A) will have Consolidated Net Worth immediately after assumed all the transaction equal to or greater than the Consolidated Net Worth Obligations of the Company immediately preceding the transaction and (B) willCompany, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth a supplemental indenture in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in a form and substance reasonably satisfactory to the Trustee, under the Securities and the Indenture; (d) immediately after such transaction no Default or Event of Default exists; and (e) the Company or such person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transaction and the supplemental indenture in respect thereto comply with this provision the Indenture and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withsatisfied.

Merger, Consolidation or Sale of Assets. The Company shall not 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 its the properties or assets in one or more related transactionsof the Company and its Restricted Subsidiaries, taken as a whole, to another Person unless Person; unless: (i) 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, lease, conveyance or other disposition shall have has been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof 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; (bii) 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 shall have has been made expressly assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture executed and delivered to the Trustee in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (b) have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (v) 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 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 Registration Rights Agreement shall continue to be in effect. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivermay not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trusteeany other Person. Notwithstanding clause (iv) of this Section 5.01, in form any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and substance reasonably satisfactory assets to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger Company or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Guarantor.

Merger, Consolidation or Sale of Assets. The Company shall not Neither any Borrower nor any Parent Guarantor will, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company such Borrower or such Parent Guarantor is the surviving corporationPerson), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of Pyxus Topco and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, including in a winddown or liquidation, to another Person unless Person, unless: (a) a Borrower, a Parent Guarantor or a Loan Party (including any Person becoming a Loan Party concurrently with the Company consummation of such transaction (i) pursuant to documentation reasonably acceptable to the Administrative Agent, (ii) to the extent that Agent has received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act with respect to such Person, and (iii) such Person is otherwise reasonably acceptable to the Administrative Agent) is the surviving corporation or Person; (b) immediately after such transaction, no Default or Event of Default exists; (c) to the Person extent a Loan Party is formed for the purpose of such merger or consolidation, then such Loan Party is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and (d) the Borrower, the Parent Guarantor or the Loan Party formed by or surviving any such consolidation or merger (if other than such Borrower or such Parent Guarantor), or to which such sale, assignment, transfer, conveyance or other disposition has been made: would, on the Companydate 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 (calculated as if all payments that would have been due with respect to such Indebtedness were paid and included in Fixed Charges to the extent applicable) pursuant to the Fixed Charge Coverage Ratio test set forth in Section 10.03(a) hereof or (b) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for Pyxus Topco for such four-quarter period. In addition, Pyxus Topco 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 10.04 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among one or more Borrowers, Parent Guarantors and/or their Restricted Subsidiaries to the extent otherwise not prohibited hereunder. Clause (b) or (d) of the first paragraph of this Section 10.04 will not apply to any merger or consolidation of a Borrower or a Parent Guarantor: (1) with or into one of its Restricted Subsidiaries for any purpose; or (2) with or into an Affiliate solely for the purpose of reincorporating any Borrower or any Parent Guarantor 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 a Borrower or a Parent Guarantor in a transaction that is subject to, and that complies with the provisions of, this Section 10.04, the successor Person formed by such consolidation or into or with which such Borrower or such Parent Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall have been made is a corporation organized or existing under succeed to, and be substituted for (so that from and after the laws date of the United Statessuch consolidation, any state thereof or the District of Columbiamerger, (b) 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 disposition, the provisions of this Agreement referring to such “Borrower” or such “Parent Guarantor” shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory refer instead to the Trusteesuccessor Person and not to such Borrower or such Parent Guarantor, (c) immediately after as applicable), and may exercise every right and power of such transaction no Default Borrower or Event such Parent Guarantor, as applicable, under this Agreement with the same effect as if such successor Person had been named as such Borrower or such Parent Guarantor, as applicable, herein; provided, however, that the predecessor Borrower or Parent Guarantor, as applicable, shall not be relieved from the obligation to pay the principal of Default exists and (d) interest on the Loans and other Obligations except in the case of a merger sale of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time all of such Borrower’s or such Parent Guarantor’s assets in a transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodthat is subject to, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in complies with the Indenture provided for relating to such transaction or transactions have been complied withprovisions of, this Section 10.04.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its properties assets (as an entirety or assets substantially as an entirety in one transaction or more a series of related transactions), to another any Person unless unless: (ai) the Company is shall be the surviving corporation continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company are transferred shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) 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 shall have been made assumes all of the obligations of the Company under the Notes and Senior Notes, this Indenture pursuant to a supplemental indenture and the Collateral Documents, and the obligations under this Indenture shall remain in a form reasonably satisfactory to the Trustee, full force and effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness pursuant to the first paragraph of Section 4.6 hereof; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyimmediately thereafter, the Company or the Person formed by or other surviving any such consolidation or merger (if other than entity, as the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been 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 prior to such transaction. (Ba) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition transfer of assets contemplated by this provisionSection 5.1, the Company shall deliver, deliver or cause 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 consolidation, merger or disposition transfer and the supplemental indenture in respect thereto comply with this provision Section 5.1 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with. (b) This Section 5.1 shall not apply to the sale of the stock or assets of the Company or any Subsidiary of the Company in accordance with Section 4.8 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither of the Issuers may, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), ; or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless Person; unless: (ai) the Company either: (A) such Issuer is the surviving corporation entity of such transaction; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that Finance Co may not consolidate or merge with or into any entity other than a corporation satisfying such requirement; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all the obligations Obligations of the Company such Issuer under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of transaction involving the Company with or into a Wholly Owned Restricted Subsidiary of the Companyand not Finance Co, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) shall, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a); provided, that this clause (iv) shall be suspended during any period in which the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, Issuers and their Restricted Subsidiaries are not subject to the Trustee, in form and substance reasonably satisfactory Suspended Covenants; and (v) such Issuer has delivered to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the and, if a supplemental indenture in respect thereto is required, such supplemental indenture comply with this provision Indenture and that all conditions precedent in the Indenture provided for therein relating to such transaction or transactions have been complied withsatisfied. (b) Notwithstanding Section 5.01(a), the Company is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: (i) 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; (ii) 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; (iii) the entity so formed by or resulting from such reorganization assumes all of the Obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not adverse to the Holders of the Notes (for purposes of this clause (v) it is stipulated that such reorganization shall not be considered adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (A) is subject to federal or state income taxation as an entity or (B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law). (c) No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, except the Company or another Subsidiary Guarantor, unless: (i) immediately after giving effect to such transaction, no Default or Event of Default exists, and (ii) the Person formed by or surviving any such consolidation or merger assumes all the Obligations of such Subsidiary Guarantor pursuant to a supplemental indenture substantially in the form of Annex A hereto, except that no such assumption or supplemental indenture shall be required in those circumstances described in clauses (i) and (ii) of Section 10.05 hereof. In case of any such consolidation or merger and upon the assumption by the successor Person by supplemental indenture, executed and delivered to the Trustee substantially in the form of Annex A hereto, of the Guarantees contained herein and the due and punctual performance of all of the covenants of this Indenture to be performed by the Subsidiary Guarantor, such successor shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor thereupon may cause to be signed any or all of the notations of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. (d) Notwithstanding anything in this Section 5.01 to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of the Indenture) is a corporation, Finance Co. may be dissolved in accordance with the Indenture and may cease to be an Issuer.

Merger, Consolidation or Sale of Assets. The Company shall not will not: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (ii) directly or indirectly sell, assign, lease, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless Person, unless: (a) either: (1) the Company is the surviving corporation or corporation; or (2) 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 shall have 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 thereof of the United States or the District of Columbia, Columbia to be added as a co-issuer of the Securities under this Indenture; (b) 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 shall have has been made assumes all shall expressly assume, by an indenture supplemental hereto, executed and delivered to the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee, the payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; and (c) immediately after such transaction transaction, no Default or Event of Default exists exists. This Section 5.01 will not apply to, and the Company is expressly permitted under this Section to effect: (d1) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary an Affiliate solely for the purpose of the Company, reincorporating the Company or the Person formed by or surviving in another jurisdiction; or (2) any such consolidation or merger (if other than the Company)merger, or to which such any sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to of assets between or greater than the Consolidated Net Worth of among the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodthereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof512, if such covenant is then applicable. (r) By deleting current Section 701 and adding as new Section 701 the following: Section 701. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withEVENTS OF DEFAULT.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will 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 (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with4.09.

Merger, Consolidation or Sale of Assets. The Company shall not Neither Issuer may consolidate or merge with or into (whether or not the Company such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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, 66 conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Issuers under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately prior thereto and immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in Section 4.09 hereof4.9 hereof or (y) 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) would be greater than such ratio for the Company or such surviving entity immediately prior to such transaction. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company shall deliverbe permitted to reorganize as a corporation in accordance with the procedures established in this Indenture, or cause to be delivered, provided that the Company shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and Trustee an Opinion of Counsel, each stating Counsel in the United States reasonably acceptable to the Trustee confirming that such consolidationreorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied. The entity or the Person formed by or surviving any consolidation or merger (if other than the Company) will succeed to, merger or disposition and be substituted for, and may exercise every right and power of, the supplemental indenture in respect thereto comply with Issuers under this provision and that all conditions precedent Indenture, but, in the Indenture provided for relating case of a lease of all or substantially all its assets, neither Issuer will be released from the obligation to such transaction or transactions have been complied withpay the principal of and interest on the Notes.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, or Bermuda; (bii) 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 shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof. In connection with 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 consolidationother Person. The provisions of this covenant will not be applicable to a sale, merger assignment, transfer, conveyance or other disposition contemplated by this provision, of assets between or among the Company shall deliver, or cause to be delivered, to and its Wholly Owned Restricted Subsidiaries and any of the 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 and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Merger, Consolidation or Sale of Assets. The Company shall not 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, leaseconvey, convey lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assets Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless or Persons, unless: (1) 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 shall have been made (i) is a corporation corporation, limited liability company, partnership (including a limited partnership) or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, Columbia and (bii) 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 shall have been made assumes all the obligations of the Company under the Notes Loans, this Agreement and this Indenture the documents related to the foregoing pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, Requisite Lenders; (c2) immediately after giving effect to such transaction no Default or Event of Default exists exists; (3) immediately after giving effect to such transaction and (d) except in any related financing transactions as if the case of a merger same had occurred at the beginning of the Company with or into applicable four-quarter period, on a Wholly Owned Restricted Subsidiary of the Companypro forma basis, either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof; or (b) the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, Fixed Coverage Ratio for the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) would not be greater than immediately prior to such transactions; (4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under the covenant described under this Section 6.5 shall deliverhave by amendment to its Loan Guarantee confirmed that its Loan Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Loans and this Agreement; and (5) at the time of the transaction the Company will have delivered, or cause caused to be delivered, to the TrusteeRequisite Lenders an Officers’ Certificate and opinion of counsel, in form and substance reasonably satisfactory each to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating effect that such consolidationmerger, merger consolidation or disposition and the supplemental indenture in respect thereto sale of assets comply with this Agreement. The provision described in clause (3) of this Section 6.5 will not apply to (a) any merger, consolidation or sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company, any of its Restricted Subsidiaries and/or any of the Guarantors or (b) any merger between the Company and that all conditions precedent an Affiliate of the Company, or between a Restricted Subsidiary and an Affiliate of the Company, in each case in this clause (b) solely for the purpose of reincorporating the Company or such Restricted Subsidiary, as the case may be, in the Indenture provided for relating to such transaction United States, any state thereof, the District of Columbia or transactions have been complied withany territory thereof, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Subordinated Registration Rights Agreement, the Senior Subordinated Notes and this Senior Subordinated Note Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Senior Subordinated Note Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanySubsidiary, 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 any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth would, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest less than such Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, for the Company shall deliverand its Restricted Subsidiaries immediately prior to such transaction. The Company may not, directly or cause to be deliveredindirectly, 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 Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company Holdings shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company Holdings is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets determined on a consolidated basis for Holdings and its Restricted Subsidiaries taken as a whole in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Holdings is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company Holdings, under the Notes Exchange Debentures and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Holdings immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company 4.10; and (v) Holdings shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, 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 the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany merger between Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation survivor or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “Successor Company”) is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and exists, (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto to the transaction as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to either (1) the Successor Company may incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, (2) the Consolidated Interest Coverage Ratio of the Successor Company is no less than the Consolidated Coverage Ratio of the Company immediately before such transaction; provided, however, that this clause (d) shall deliverno longer be effective if the Terminated Covenants terminate as provided in Section 4.19 hereof; (e) if the Company is not the Successor Company in such transaction, or cause to be delivered, to each Guarantor (unless it is the TrusteeSuccessor Company, in which case clause (b) above will apply) confirms by supplemental indenture in a form and substance reasonably satisfactory to the Trustee, Trustee that its Subsidiary Guarantee will apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Subsidiary Guarantee will continue to be in effect; and (f) the Company or the Successor Company (if it is not the Company) delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidationtransaction and such supplemental indenture, merger or disposition and the supplemental indenture in respect thereto if any, comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless unless: (a1) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, lease, conveyance or other disposition 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 thereof or the District of ColumbiaColumbia 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; (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such that sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c3) immediately after such that transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.exists; and

Merger, Consolidation or Sale of Assets. The Company Classic shall not not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Classic is the surviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of Classic and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless Person; unless: (1) either: (a) the Company Classic is the surviving corporation corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyClassic) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyClassic) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Classic under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction no Default or Event of Default exists and exists; and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Classic or the Person formed by or surviving any such consolidation or merger (if other than the CompanyClassic), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable fourthree-quarter month period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidationaddition, merger Classic shall not, directly or disposition contemplated by this provisionindirectly, the Company shall deliverlease all or substantially all of its properties or assets, in one or cause to be deliveredmore related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Classic and any of the 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 and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Merger, Consolidation or Sale of Assets. The Subject to Section 4.15, the Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person Person, unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee and (c) immediately after such transaction no Default or Event of Default exists and exists. The foregoing will not prohibit the consummation of any transaction(s) contemplated by the Plan or (di) except in the case of a merger of between the Company with or into and a Wholly Owned Restricted Subsidiary or (ii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the CompanyUnited States so long as, in each case, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth amount of Indebtedness of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofits Restricted Subsidiaries is not increased thereby. In connection with any consolidation, merger or disposition contemplated by this provision, the The Company shall deliver, not lease all or cause substantially all of its assets 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Person.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assets Subsidiaries taken as a whole in one or more related transactions, to another any other Person unless (aa)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made Successor Company assumes all the obligations of the Company under the Notes and this Indenture Agreement pursuant an amendment or supplement to a supplemental indenture this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the TrusteeRequired Holders, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) 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 (Bii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test and Debt Ratio tests set forth in the first paragraph of Section 4.09 8.4(a) hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, in any transaction or series of 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 its the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person unless Person; unless: (a1) 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, lease, conveyance or other disposition 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 thereof or the District of Columbia, ; (b2) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture Indenture, in each case pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee; provided that if the Person formed by or surviving any such consolidation or merger (if other than the Company) is a limited liability company, business trust or limited partnership, a corporation of which all of the Equity Interests are owned by such Person shall be added to the Indenture as a co-issuer of the Notes by a supplemental indenture pursuant to which such corporation shall act as joint and several obligor with respect to the Notes; (c3) immediately after such transaction no Default or Event of Default exists and exists; (d4) except in the case of a merger of the Company with or into a Wholly 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, lease, conveyance or other disposition 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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable foureight-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 5.09(a) hereof or (ii) the first paragraph Fixed Charge Ratio for the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) and its Restricted Subsidiaries, on the date of Section 4.09 hereof. In connection with any consolidationand after giving pro forma effect to such acquisition and such incurrence or issuance, merger or disposition contemplated by this provision, would not be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (5) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidationmerger, merger consolidation or disposition sale of assets and the such supplemental indenture in respect thereto indenture, if any, comply with this provision Indenture. (b) 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. (c) Notwithstanding the foregoing, this Section 6.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. (d) For all purposes under this Indenture and the Notes, including the provisions described in this Section 6.01 and Sections 5.09 and 5.15, any surviving entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to Section 5.15 and all Indebtedness of the surviving entity and its Subsidiaries that all conditions precedent in was not Indebtedness of the Indenture provided for relating Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been complied withincurred upon such transaction or series of transactions.

Merger, Consolidation or Sale of Assets. (a) The Company shall not may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationsurvivor), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless Person, unless: (1) either: (a) the Company is the surviving corporation survivor; 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 shall have has been made is a corporation Person organized or existing under the laws of the United States, any state thereof or territory of the United States or the District of Columbia, ; (b2) 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 shall have has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory supplement to the Trustee, this Indenture; (c3) immediately after such transaction no Default or Event of Default exists and exists; (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of transaction involving the Company, either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has 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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the first paragraph same had occurred at the beginning of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionthe applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company shall deliveror the Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be delivered, equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (5) the Company has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the such supplemental indenture in respect thereto (if any) comply with this provision Indenture. (b) Notwithstanding the restrictions described in Section 5.01(a)(4) hereof, any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties and that assets to the Company without complying with Section 5.01(a)(4) in connection with any such consolidation, 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 or territory thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all conditions precedent the obligations of the Company under the Notes and this Indenture pursuant to the terms of the Notes and this Indenture; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is, in the Indenture provided good faith judgment of an authorized officer of the Company, not materially adverse to the Holders or Beneficial Owners of the Notes (for relating purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such transaction reorganization (a) is subject to federal or transactions have been complied withstate income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

Merger, Consolidation or Sale of Assets. (a) The Company shall not will not, in any single transaction or series of related transactions, merge or consolidate or merge with or into (whether or not the Company is the surviving corporation)any other Person, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties Restricted Subsidiaries on a consolidated basis to any Person or assets in one group of Affiliated Persons, and the Company will not permit any of its Restricted Subsidiaries to enter into any such transaction or more series of related transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to another any other Person or group of Affiliated Persons, unless at the time and after giving effect thereto: (a1) either (i) if the transaction is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (ii) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company or its Restricted Subsidiaries, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of (any such sale, assignment, transfer, lease, conveyance surviving Person or other disposition transferee Person being the “Surviving Entity”) shall have been made is be a corporation organized or and existing under the laws of the United StatesStates of America, any state thereof or the District of ColumbiaColumbia and shall, (b) in either case, expressly assume by a supplemental indenture to this 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 Trustee, and pursuant to agreements reasonably satisfactory to the Person to which such saleTrustee and the Collateral Agent, assignmentas applicable, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and Notes, this Indenture pursuant and the other Note Documents to which the Company is a supplemental indenture party, and, in a form reasonably satisfactory to the Trusteeeach case, such Note Documents shall remain in full force and effect; (c2) immediately after giving effect to such transaction or series of related transactions on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes an obligation of the Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default exists shall have occurred and be continuing; (d3) except in the case of the consolidation or merger of any Restricted Subsidiary with or into the Company or another Restricted Subsidiary, either: (I) immediately before and immediately after giving effect to such transaction or transactions on a merger pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could Incur $1.00 of additional Indebtedness under Section 4.09(a); or (II) immediately after giving effect to such transaction or transactions on a pro forma basis (assuming that the transaction or transactions occurred on the first day of the period of four fiscal quarters ending immediately prior to the consummation of such transaction or transactions, with the appropriate adjustments with respect to the transaction or transactions being included in such pro forma calculation), the Fixed Charge Coverage Ratio of the Company with (or into a Wholly Owned Restricted Subsidiary of the Company, Surviving Entity if the Company or is not the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Acontinuing obligor under this Indenture) will have Consolidated Net Worth immediately after the transaction be equal to or greater than the Consolidated Net Worth Fixed Charge Coverage Ratio of the Company immediately preceding before such transaction or transactions; (4) if the transaction Company is not the continuing obligor under this Indenture, then each Subsidiary Guarantor, unless it is the Surviving Entity, shall have by supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee of the Notes shall apply to the Surviving Entity’s obligations under this Indenture and the Notes; (5) any Collateral owned by or transferred to the Surviving Entity shall (i) continue to constitute Collateral under this Indenture and the Collateral Agreements and (Bii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning be subject to a Pari Passu Lien in favor of the applicable four-quarter period, Collateral Agent for the benefit of the Secured Parties; (6) the Surviving Entity shall take such action (or agree to take such action) as may be permitted reasonably necessary to incur at least $1.00 of additional Indebtedness pursuant cause any property or assets that constitute Collateral owned by or transferred to the Consolidated Interest Coverage Ratio test set forth Surviving Entity to be subject to the Pari Passu Liens in the first paragraph manner and to the extent required under the Collateral Agreements and shall deliver an opinion of Section 4.09 hereof. In connection counsel as to the enforceability of any amendments, supplements or other instruments with any consolidationrespect to the Collateral Agreements to be executed, merger delivered, filed and recorded, as applicable, and such other matters as the Trustee or disposition contemplated by this provisionCollateral Agent, as applicable, may reasonably request; and (7) the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' ’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger merger, transfer, lease or other disposition and the any supplemental indenture in respect thereto comply with the requirements under this provision Indenture and that the requirements of this paragraph have been satisfied. (b) A Subsidiary Guarantor may not sell or otherwise dispose of, in one or more related transactions, all conditions precedent in or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Indenture provided for relating surviving Person) another Person, other than with respect to a Subsidiary Guarantor, the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists; (2) either: (I) (A) such Subsidiary Guarantor is the surviving Person or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Subsidiary Guarantor) unconditionally assumes all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture and all other Note Documents pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee and such other agreements as are reasonably satisfactory to the Trustee and the Collateral Agent; or (II) with respect to a Subsidiary Guarantor, such transaction or series of transactions have been complied withdoes not violate Section 4.10; (3) any Collateral owned by or transferred to the Successor Guarantor shall (i) continue to constitute Collateral under this Indenture and the Collateral Agreements and (ii) be subject to a Pari Passu Lien in favor of the Collateral Agent for the benefit of the Secured Parties; (4) the Successor Guarantor shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Successor Guarantor to be subject to the Pari Passu Liens in the manner and to the extent required under the Collateral Agreements and shall deliver an opinion of counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Collateral Agreements to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Agent, as applicable, may reasonably request; and (5) the Company delivers to the Trustee an Officers’ Certificate and opinion of counsel, each stating that such sale or other disposition or merger or consolidation and such supplemental indenture and each such amendment comply with this covenant.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither Issuer may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporation), entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless Person, unless: (1) either (a) the Company such Issuer is the surviving corporation entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company such Issuer under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture the Collateral Documents pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction transaction, no Default or Event of Default exists and exists; (d4) except such transaction would not result in the case loss or suspension or material impairment of any Gaming License unless a merger of the Company comparable new Gaming License is effective prior to or simultaneously with such loss, suspension or into a Wholly Owned Restricted Subsidiary of the Company, the Company material impairment; (5) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made: (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company such Issuer immediately preceding the transaction (excluding the effect of the related professional fees, commissions, sales and other taxes, and other transactional costs that would otherwise reduce Consolidated Net Worth); and (B) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; (6) such transaction, at the first paragraph time it is undertaken, would not require any Holder or Beneficial Owner of Section 4.09 hereofNotes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. In connection with any consolidationaddition, merger no Issuer may, directly or disposition contemplated by this provisionindirectly, the Company shall deliverlease all or substantially all of its properties or assets, taken as a whole, in one or cause to be deliveredmore related transactions, to any other Person. Notwithstanding the Trusteeprovisions of this Section 5.01, in form and substance reasonably satisfactory Xxxx Las Vegas or any of its Restricted Subsidiaries that is not a subchapter “C” corporation is permitted to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating convert into a corporation pursuant to such transaction or transactions have been complied witha Permitted C-Corp. Conversion.

Merger, Consolidation or Sale of Assets. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its 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 any other Person, unless: (ai) either the Company or such Restricted Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Subsidiary) (such surviving Person, the “Surviving Entity”) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state State thereof or the District of Columbia, ; (bii) 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 Surviving Entity shall have been made assumes expressly assume all the obligations of the Company (including, without limitation, the right to convert into Capital Stock of the Surviving Entity that is listed on an Eligible Market or, to the extent the Capital Stock of the Surviving Entity is not listed on an Eligible Market, then the person whose Capital Stock is listed on an Eligible Market shall unconditionally guarantee the Notes) or such Restricted Subsidiary, if applicable, under this Indenture, the Notes or such Subsidiary’s Note Guarantee, and any applicable Transaction Documents as the case may be, and under the Notes and this Indenture Collateral Documents pursuant to a supplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and no event which after notice or lapse of time or both would become a Default or Event of Default shall have occurred and be occurring; (div) except the Collateral contained in the case of Surviving Entity: (1) continues to constitute Collateral under this Indenture and the Pledge Agreement or other Collateral Documents; and (2) is subject to a merger first-priority Lien, subject to Permitted Liens, in favor of the Company with or into a Wholly Owned Restricted Subsidiary Trustee for the benefit of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Holders of the Company immediately preceding Notes; (v) the transaction and (B) willSurviving Entity would, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Section 5.09 hereof; (vi) to the Consolidated Interest Coverage Ratio test set forth extent that the assets of the Surviving Entity are assets of the type which would constitute Collateral under this Indenture and the Pledge Agreement or other Collateral Documents, such Surviving Entity shall have taken such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Pledge Agreement or other Collateral Documents in the first paragraph of Section 4.09 hereofmanner and to the extent required in this Indenture. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, and shall not permit any of its Subsidiaries to, directly or cause to be deliveredindirectly, lease all or substantially all of the properties or assets, of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person; (vii) the Trustee, in form and substance reasonably satisfactory Company delivers to the Trustee, Trustee an Officers' ’ Certificate and to the effect that all the conditions for such consolidation or merger or such sale, assignment, transfer, conveyance or other disposition described in this Section 6.01 have been satisfied; and (viii) the Company delivers to the Trustee an Opinion of CounselCounsel to the effect that the conditions set forth in clauses (i), each stating that such consolidation(ii), merger or disposition (iv) (except as to priority of Liens) and the supplemental indenture in respect thereto comply with (vi) of this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions Section 6.01 have been complied withsatisfied.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The If at any time or from time to time there shall be a capital reorganization of the common Stock (other than a subdivision, merger or consolidation of the Company shall not consolidate or merge with or into (whether or not the Company is the surviving another corporation), or sell, assign, transfer, lease, convey or otherwise dispose the sale of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) ’s assets and properties to any other person or entity (collectively, a “Sale Transaction”), then as a part of such Sale Transaction, provision shall be made so that the Holder shall thereafter be entitled to which such salereceive upon the exercise of this Warrant, assignment, transfer, lease, conveyance the number of shares of stock or other disposition shall have been made is a corporation organized securities or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary property of the Company, or of the successor corporation resulting from such Sale Transaction, to which a holder of the number of shares of common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such Sale Transaction. Notwithstanding the foregoing, in the event the acquiring entity in a Sale Transaction does not agree to assume this Warrant, then this Warrant shall expire immediately prior to such Sale Transaction. The Company shall notify the Holder of a Sale Transaction at least ten (10) days prior to the closing of such Sale Transaction, and if the Company or fails to deliver such written notice, then notwithstanding anything to the Person formed by or surviving any such consolidation or merger (if other than the Company)contrary in this Warrant, or to which such sale, assignment, transfer, lease, conveyance or other disposition this Warrant shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of not expire until the Company immediately preceding the transaction and (B) will, at the time of complies with such transaction and after giving pro forma effect thereto as if notice provisions. If such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionclosing does not take place, the Company shall deliver, or cause to be delivered, to promptly notify the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating Holder that such consolidationproposed transaction has been terminated, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in Holder may rescind any exercise of its purchase rights promptly after such notice of termination if the Indenture provided for relating to such transaction or transactions have been complied withexercise of the Warrant occurred after the Company notified the Holder of the Sale Transaction.

Merger, Consolidation or Sale of Assets. The Company Anvil shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company Anvil is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets determined on a consolidated basis for Anvil and its Restricted Subsidiaries taken as a whole in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Anvil is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Anvil, under the Senior Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Anvil or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Anvil immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company 4.10; and (v) Anvil shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, 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 Anvil and any Wholly Owned Subsidiary or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany merger between Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture Indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (diii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, immediately after such transaction no Default or Event of Default exists and (iv) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (in addition to Permitted Indebtedness) pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.9(a) hereof. In connection with any consolidation, merger or disposition transfer contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its 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: (a1) either: (A) the Company is the surviving corporation or 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 shall have 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 Columbia or (ii) a 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 that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state thereof of the United States 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; (b2) 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 shall have been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction transaction, no Default or Event of Default exists and exists; and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Section 4.09(a) hereof. (b) Notwithstanding Section 5.01(a)(4) hereof, if (1) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to the Consolidated Interest Coverage Ratio test set forth Company or to any other Restricted Subsidiary of the Company, or (2) the Company merges with an Affiliate incorporated in the first paragraph United States primarily for the purpose of reincorporating the Company in another jurisdiction, then no violation of this Section 5.01 shall be deemed to have occurred, as long as the requirements of clauses (1), (2) and (3) of Section 4.09 5.01(a) are satisfied. (c) 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. Except for Section 5.01(a)(1)(B) hereof. In , this Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries or to a Permitted Spin-Off Transaction or to any sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Subsidiaries required in connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.a Permitted Spin-Off Transaction

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany and except in the case of a merger entered into solely for the purpose of incorporating the Company or reincorporating the Company in another jurisdiction, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection with 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 consolidationother Person. The provisions of this Section 5.01 shall not be applicable to a merger, merger sale, assignment, transfer, conveyance or other disposition contemplated by this provisionof assets between or among the Company and any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Capital Corp. may thereafter liquidate); provided that the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and Trustee an Opinion of Counsel, each stating Counsel in the United States reasonably acceptable to the Trustee confirming that such consolidationreorganization (and, merger if applicable, liquidation of AC Capital Corp.) is not adverse to holders of the Notes from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or disposition (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and the supplemental indenture in respect thereto comply with this provision and that all certain other conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withare satisfied.

Merger, Consolidation or Sale of Assets. The Neither the Company nor any Guarantor shall not consolidate or merge with or into (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company or such Guarantor, as the case may be, is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company or such Guarantor, as the case may be, under the Notes or such Guarantor's Note Guarantee thereof and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into the Company or a Wholly Owned Restricted Subsidiary of the Company, the Company 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 shall have been made (Aa) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth worth of the Company immediately preceding the transaction and (Bb) will, at the time of such transaction and after giving pro forma effect thereto (including pro forma expense and cost reductions) as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Adjusted Operating Cash Flow Ratio test set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any, unless it is the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, other party to the Trusteetransactions described above, in form and substance reasonably satisfactory shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations under the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withNotes.

Merger, Consolidation or Sale of Assets. The Company shall not, and shall not permit its Restricted Subsidiaries to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its 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: (a1) either: (A) the Company is the surviving corporation or 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 shall have has been made is a corporation an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (b2) 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 shall have has been made assumes all the obligations of the Company or such Restricted Subsidiary under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture the Security Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, customary agreements; (c3) immediately after such transaction transaction, no Default or Event of Default exists and exists; (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Restricted Subsidiary or the 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 shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth included in clause (2) of the first paragraph definition of Section 4.09 hereof. In connection the term “Permitted Refinancing Indebtedness”; (5) such transaction would not require deduction or withholding for taxes or similar charges to be imposed on interest or original issue discount that may be payable with any consolidation, merger respect to the Notes that would not have been otherwise deducted or disposition contemplated by this provision, withheld; and (6) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and transaction complies with the supplemental indenture in respect thereto comply with terms of this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case; (i) either: (1) the Company will be the surviving or continuing Person; or (2) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "Successor") is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture, all of the obligations of the Company under the Notes, this Agreement and the Security Documents; (ii) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (i)(2) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (iii) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (i)(2) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. Except as provided in Sections 10.04 and 10.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not the Company such Guarantor is the surviving corporation)Person) another Person, whether or sellnot affiliated with such Guarantor. For purposes of the foregoing, assign, transfer, the transfer (by lease, convey assignment, sale or otherwise dispose otherwise, in a single transaction or series of transactions) of all or substantially all of its the properties or assets in of one or more related transactionsRestricted Subsidiaries, to another Person unless (a) the Company is the surviving corporation Equity Interests of which constitute all or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws substantially all of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes properties and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, any Restricted Subsidiary may merge into the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable foura Wholly-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withOwned Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company shall not will not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson), or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its 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: (ai) either: (A) the Company is the surviving corporation 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, leaseconveyance, conveyance lease or other disposition shall have has been made is a corporation an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (bii) 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 shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and (if then in effect), the Registration Rights Agreement, pursuant to a supplemental indenture and a supplement to the Registration Rights Agreement, in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after made, would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) have had a Fixed Charge Coverage Ratio equal to or greater than the first paragraph actual Fixed Charge Coverage Ratio for the Company for such four-quarter period. (b) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Guarantors. Clauses (iii) and (iv) of Section 4.09 hereof. In connection with 5.01(a) hereof will not apply to (i) any consolidation, merger or disposition contemplated by this provision, consolidation of the Company shall deliver, with or cause to be delivered, to into one of its Restricted Subsidiaries for any purpose or (ii) with or into an Affiliate solely for the Trustee, purpose of reincorporating the Company 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 and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withanother jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in Section 4.09. Notwithstanding the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionforegoing, the Company shall deliver, may merge with another Person if (a) the Company is the surviving Person; (b) the consideration issued or cause to be delivered, to paid by the Trustee, Company in form such merger consists solely of Equity Interests (other than Disqualified Stock) of the Company; and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating (c) immediately after giving effect to such transaction or transactions have been complied withmerger, the Company's Indebtedness to Cash Flow Ratio does not exceed the Company's Indebtedness to Cash Flow Ratio immediately prior to such merger.

Merger, Consolidation or Sale of Assets. The Company shall not (a) AREP will not: (1) consolidate or merge with or into another Person (whether or not the Company AREP, is the surviving corporation), entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of AREP in one or more related transactions, to another Person unless Person; unless: (a1) the Company either: (A) AREP is the surviving corporation entity, or (B) the Person formed by or surviving any such consolidation or merger (if other than AREP) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership 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 or merger (if other than AREP) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of AREP under the Notes, this Indenture and the Registration Rights Agreement and upon such assumption such Person will become the successor to, and be substituted for, AREP hereunder and thereunder and all references to AREP in each thereof shall then become references to such Person and such Person shall thereafter be able to exercise every right and power of AREP hereunder and thereunder; (3) immediately after such transaction no Default or Event of Default exists; (4) AREP or the Person formed by or surviving any such consolidation or merger (if other than the Company) AREP), or to which such sale, assignment, transfer, leaseconveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the last day of the immediately preceding quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a); and (5) AREP has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, which may be an opinion of in-house counsel of AREP or an Affiliate, each stating that such transaction complies with the terms of this Indenture. Clauses (1), (2) or (4) above will not apply to, or be required to be complied with in connection with, any merger or consolidation or the sale, assignment, transfer, conveyance or other disposition shall have been made of all or substantially all of AREP's properties or assets to: (1) an Affiliate that has no material assets or liabilities where the primary purpose of such transaction is to change AREP into a corporation organized or existing other form of business entity or to change the jurisdiction of formation of AREP and such transaction does not cause the realization of any material federal or state tax liability that will be paid by AREP or any of its Subsidiaries (including AREH). For purposes of this paragraph (1), the term material refers to any assets, liabilities or tax liabilities that are greater than 5.0% of the Tangible Net Worth of AREP and its Subsidiaries (including AREH) on a consolidated basis; or (2) any Person; provided that AREP receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREP's properties or assets. In any transaction referred to in this clause (2), and subject to the terms and conditions thereof, the Trustee shall, without the need of any action by the Holders, (x) confirm that such other Person shall not be liable for and shall release such other Person from any obligation of AREP's under this Indenture and the Notes and (y) release any Guarantor from all obligations under its Note Guarantee if such Guarantor was directly or indirectly sold, assigned, transferred, conveyed or otherwise disposed of to such Person in such transaction. AREP or the Person formed by or surviving any merger or consolidation will not have to comply with clause (4) above in connection with any merger or consolidation if the effect of the merger or consolidation is to cause the Capital Stock of AREP not owned by the Principal or any Affiliate of the Principal to be retired or extinguished for consideration that was provided by the Principal or an Affiliate of the Principal (other than AREP or its Subsidiaries (including AREH) or the Person formed by or surviving any merger or consolidation) and the Partners' Equity immediately after giving effect to the merger or consolidation is not less than the Partners' Equity immediately prior to such merger or consolidation. In addition, AREP may not lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. In the case of a lease of all or substantially all of the assets of AREP, AREP will not be released from its obligations under the laws Notes or this Indenture, as applicable. (b) AREH will not: (1) consolidate or merge with or into another Person (whether or not AREH, is the surviving entity) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the United Statesproperties or assets of AREH in one or more related transactions, any state thereof to another Person; unless: (1) either: (a) AREH is the surviving entity, or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than AREH) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership entity organized or existing under the Companylaws 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 AREH) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of the Company AREH under the Notes Note Guarantee (and becomes a Guarantor), the Notes, this Indenture pursuant and the Registration Rights Agreement, and upon such assumption such Person will become the successor to, and be substituted for, AREH hereunder and thereunder, and all references to a supplemental indenture AREH in a form reasonably satisfactory each thereof shall than become references to the Trustee, such Person and such Person shall thereafter be able to exercise every right and power of AREH hereunder and thereunder; (c3) immediately after such transaction no Default or Event of Default exists and exists; (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company AREH or the Person formed by or surviving any such consolidation or merger (if other than the CompanyAREP), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning last day of the applicable four-quarter periodimmediately preceding quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, 4.09(a); and (5) AREH has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of CounselCounsel which may be an opinion of in-house counsel of AREP or an Affiliate, each stating that such consolidationtransaction complies with the terms of this Indenture. Clauses (1), (2) or (4) above will not apply to, or be required to be complied with in connection with, any merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREH's properties or assets to: (1) an Affiliate that has no material assets or liabilities where the primary purpose of such transaction is to change AREH into a corporation or other form of business entity or to change the jurisdiction of formation of AREH and such transaction does not cause the realization of any material federal or state tax liability that will be paid by AREH or any of its Subsidiaries. For purposes of this paragraph (1), the term material refers to any assets, liabilities or tax liabilities that are greater than 5.0% of the Tangible Net Worth of AREP and its Subsidiaries (including AREH) on a consolidated basis; (2) any Person; provided that AREP receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREH's properties or assets; or (3) any Person; provided that AREH receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREH's properties or assets and AREH remains a Subsidiary of AREP. In any transaction referred to in clause (2) or (3) above, and subject to the terms and conditions thereof, the Trustee shall, without the need of any action by the Holders, (x) confirm that such other Person shall not be liable for and shall release such other Person from any obligation of AREP's or AREH's under this Indenture, the Notes and the supplemental indenture in respect thereto comply with this provision Note Guarantees, and that (y) release any Guarantor from all conditions precedent in the Indenture provided for relating obligations under its Note Guarantee if such Guarantor was directly or indirectly sold, assigned, transferred, conveyed or otherwise disposed of to such transaction Person in such transaction. (c) This Section 5.01 will not apply to: (1) any consolidation or transactions have been complied withmerger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among AREP, AREH or any one or more Guarantors; or (2) any sale, assignment, transfer, conveyance or other disposition of Cash Equivalents, including, without limitation, any investment or capital contribution of Cash Equivalents, or any purchase of property and assets, including, without limitation, securities, debt obligations or Capital Stock, with Cash Equivalents.

Merger, Consolidation or Sale of Assets. The Company shall not 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 its 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 Person, unless: (a) either (1) the Company is the surviving corporation Person or (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is 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 organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, Columbia shall assume by supplemental indenture all obligations of the Company under the Notes and this Indenture as a co-issuer of the Notes; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee, Trustee and assumes by written agreement all obligations of the Company under any Registration Rights Agreement; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any hereof or (b) have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition contemplated other disposition; (e) each Guarantor (unless it is the other party to the transactions described above, in which case Section 10.03 shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such successor Person’s obligations under this provision, Indenture and the Notes; and (f) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition and the such supplemental indenture in respect thereto (if any) comply with this provision Indenture. provided, however, that (i) this 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 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 any purpose or (II) with or into an Affiliate solely for the purpose of reincorporation (or the substantial equivalent) of the Company in the Indenture provided for relating to such transaction or transactions have been complied withanother jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Adjusted Operating Cash Flow Ratio test set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any, unless it is the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, other party to the Trusteetransactions described above, in form and substance reasonably satisfactory shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations under the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withNotes.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof, provided, however, that this clause (d) shall no longer be effective if the Terminated Covenants shall have terminated in accordance with Section 4.19 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withwith and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany (other than a Receivables Subsidiary), 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 shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than 95% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-fourth quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or combine with or merge with or into (whether or, directly or not the Company is the surviving corporation)indirectly, or sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its properties assets to any Person or assets Persons in one a single transaction or more related through a series of transactions, to another Person unless unless: (a1) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving corporation or transferee Person (the Person formed by or surviving any such consolidation or merger (if other than the Company“Surviving Entity”) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation company organized or and existing under the laws of the United States, any state State thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than Columbia that expressly assumes all of the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the ’s obligations of the Company under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory supplement hereto executed and delivered to the Trustee, ; (c2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists has occurred and is continuing; and (d3) the Company or the Surviving Entity will have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of transactions and any supplement hereto complies with the terms of this Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Company’s assets occurs in accordance with the terms hereof, the Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company will (except in the case of a merger of lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Company with or into a Wholly Owned Restricted Subsidiary of the Companyforegoing, the Company may merge or the Person formed by consolidate into or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withSubsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not Neither of the Issuers may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, transactions to another Person unless Person, unless: (a) the Company either (1) such Issuer is the surviving corporation survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation Person organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of the Company such Issuer under the Notes and Notes, this Indenture and the applicable Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee, ; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyapplicable four-quarter period, 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 shall have has 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; or (ii) the Fixed Charge Coverage Ratio of the Company shall deliveror the Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, would be delivered, equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (e) such Issuer has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the such supplemental indenture in respect thereto (if any) comply with this provision and that all conditions precedent Indenture. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary of the Company (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company without complying with the preceding clause (d) in connection with any such consolidation, merger or disposition. Notwithstanding the second preceding paragraph of this Section 5.01, the Company may reorganize as any other form of entity in accordance with the following procedures provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the 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 provided and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for relating purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such transaction reorganization (a) is subject to federal or transactions have been complied withstate income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) 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 shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Intercreditor Agreements and this Indenture the Security Agreements, pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will 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 (B) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Total Consolidated Interest Coverage Ratio Indebtedness to Adjusted Consolidated Operating Cash Flow ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trustee, in form and substance reasonably satisfactory any other Person. The provisions of this Section 5.01 shall not be applicable to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such a consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among (i) the Company and its Wholly Owned Restricted Subsidiaries or (ii) the supplemental indenture in respect thereto comply with this provision Company and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withHoldings.

Merger, Consolidation or Sale of Assets. The Company shall not 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 its 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: (ai) either: (A) the Company is the surviving corporation or 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 shall have has been made is a corporation an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (bii) 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 shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Security Documents pursuant to a supplemental indenture in a form reasonably satisfactory indentures and such joinders to the Trustee, Security Documents as may be reasonably necessary; (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, period (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) have had a Fixed Charge Coverage Ratio equal to or greater than the first paragraph of Section 4.09 hereofactual Fixed Charge Coverage Ratio for the Company for such four-quarter period. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall deliverwill not, directly or cause to be deliveredindirectly, 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 any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory its Restricted Subsidiaries or to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition consolidation of any Restricted Subsidiary with or into the Company or another Restricted Subsidiary. Clauses (iii) and (iv) of this Section 5.01 will not apply to any merger or consolidation of the supplemental indenture Company (x) with or into one of its Restricted Subsidiaries for any purpose or (y) with or into an Affiliate solely for the purpose of reincorporating the Company in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withanother jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither of the Issuers shall, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporation), survivor) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company either (A) such Issuer is the surviving corporation entity of such transaction; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, -43- conveyance or other disposition shall have been made (the "SUCCESSOR COMPANY") is a corporation an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that EOTT Finance may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Company remains a limited liability company; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company such Issuer under the Notes and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after giving pro forma effect to such transaction transaction, no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyimmediately after giving pro forma effect to such transaction, the Company such Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which except in the case of such salea transaction involving EOTT Finance, assignment, transfer, lease, conveyance or other disposition 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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 5.12 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, ; and (v) such Issuer has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the transfer and, if a supplemental indenture in respect thereto comply is required, such supplemental indenture complies with this provision Indenture and that all conditions precedent in the Indenture provided for therein relating to such transaction has been satisfied. (b) Notwithstanding the foregoing paragraph, the Company is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that (i) the reorganization involves the conversion (by merger, sale, contribution or transactions exchange of assets or otherwise) of the Company into a form of entity other than a limited liability company formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the law of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture pursuant to supplemental indentures in forms reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; (v) such reorganization is not materially adverse to the Holders of the Notes (for purposes of this clause (v) a reorganization shall not be considered materially adverse to the Holders of the Notes (A) solely because the successor or survivor of such reorganization (x) is subject to federal or state income taxation as an entity or (y) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law or (B) because there is a Rating Decline due solely to factors other than the reorganization); and (vi) such issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such reorganization and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and all conditions precedent therein relating to such transaction have been complied withsatisfied. (c) The provisions of Section 4.1 will not apply to a merger or consolidation, or any sale, assignment, transfer, lease, conveyance or other disposition of assets, between or among the Company and any of its Wholly-Owned Restricted Subsidiaries. (d) No Subsidiary Guarantor shall consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, other than the Company or a Wholly-Owned Restricted Subsidiary, unless (i) subject to the provisions of Section 4.1(e), the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of the jurisdiction under which such Subsidiary Guarantor was organized and assumes all the obligations of such Subsidiary Guarantor pursuant to the Subsidiary Guarantor's Subsidiary Guarantee of the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating such consolidation or merger and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and all conditions precedent therein relating to such transaction have been satisfied. (e) In the event of a sale or other disposition of all the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all the Equity Interests of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Equity Interests of such Subsidiary Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the transaction complies with the provisions of Section 5.14 hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not 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 its 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: (1) 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, lease, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b2) 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 shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction transaction, no Default or Event of Default exists and exists; and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after would, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) have a Fixed Charge Coverage Ratio of not less than the first paragraph Fixed Charge Coverage Ratio of Section 4.09 hereofthe Company immediately prior to such merger, sale, assignment, transfer, lease, conveyance or other disposition. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall deliverwill not, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 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 cause to be deliveredany sale, to assignment, transfer, conveyance, lease or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge with or into (whether or, directly or not the Company is the surviving corporation)indirectly, or sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its properties assets to any Person or assets Persons in one a single transaction or more related through a series of transactions, to another Person unless unless: (a) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving corporation or transferee Person (the Person formed by or surviving any such consolidation or merger (if other than the Company“Surviving Entity”) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, partnership or limited liability company organized or and existing under the laws of the United States, any state State thereof or the District of ColumbiaColumbia and, (b) the Person formed by if such entity is not a corporation, a co-obligor of Securities is a corporation organized or surviving existing under any such consolidation or merger (if other than laws, that expressly assumes all of the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the ’s obligations of the Company under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory supplement hereto executed and delivered to the Trustee; (b) immediately after giving effect to such transaction or series of transactions, no Event of Default has occurred and is continuing; and (c) immediately after the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of transactions and any supplement hereto complies with the applicable terms of this Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Company’s assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such transaction no Default or Event of Default exists Surviving Entity had been named as the Company, and thereafter the Company shall (d) except in the case of a merger of lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Company with or into a Wholly Owned Restricted Subsidiary of the Companyforegoing, the Company may merge or the Person formed by consolidate into or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withSubsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not 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 its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions (including, in each case, by operation of or as a result of an LLC Division), to another Person unless Person, unless: (1) 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, lease, conveyance or other disposition shall have has been made (the “Surviving Entity”) is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b2) 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 shall have been made Surviving Entity expressly assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, indenture; (c3) immediately after such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or surviving any transfer and such consolidation or merger supplemental indenture (if other than any) comply with this Indenture and an Opinion of Counsel to the Companyeffect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); provided that in giving an Opinion of Counsel, or counsel may rely on an Officer’s Certificate as to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made any matters of fact; and (A5) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding or the transaction and (B) willSurviving Entity would, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) have a Fixed Charge Coverage Ratio of not less than the first paragraph Fixed Charge Coverage Ratio of Section 4.09 hereofthe Company immediately prior to such merger, sale, assignment, transfer, lease, conveyance or other disposition. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or indirectly, lease all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 shall 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 cause to be deliveredany sale, to the Trusteeassignment, transfer, conveyance, lease or other disposition of assets (including, in form each case, by operation of or as a result of an LLC Division) between or among the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company Borrower shall not consolidate or merge with or into (whether or not the Company Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Borrower and its Material Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless unless: (ai) the Company Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture Borrower Obligations pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, Administrative Agent; (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Borrower or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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 Borrower immediately preceding the transaction transaction; and (v) in the case of a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Borrower and its Material Subsidiaries, taken as a whole, in one or more related transactions, the Liens on such properties and assets for the benefit of the New Secured Parties to secure the Borrower Obligations and the Guarantor Obligations shall not be released and shall continue in full force and effect after giving effect to such transactions or transactions. In addition, the Borrower shall not, and shall not permitted its Material Subsidiaries to, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 6.03(a) shall not apply to (x) a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among the Borrower and any of its Wholly Owned Subsidiary Guarantors or (y) the Parent Company Merger. (b) The Borrower shall not, and shall not permit its Material Subsidiaries to, engage in any Asset Sale (other than any Asset Sale otherwise permitted under clause (a) of this Section) except for (1) the disposition of assets having a fair market value not to exceed (x) $50,000,000 in the aggregate for any fiscal year of the Borrower (provided that (i) any such amount, if not so used in the fiscal year for which it is permitted, may be carried over for use in the next succeeding fiscal year and (Bii) willAsset Sales made pursuant to this clause (1) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) hereof and, second, in respect of amounts permitted for such fiscal year as provided above) and (y) $150,000,000 in the aggregate since the Closing Date; and (2) the sale or other disposition of surplus repeaters; provided that, in each case and notwithstanding the foregoing, (i) any such Asset Sale shall be for consideration at least 75% of which is in the time form of cash or Cash Equivalents, (ii) such transaction and after giving pro forma effect thereto as if such transaction had occurred consideration shall be at least equal to the beginning fair market value of the applicable four-quarter periodassets or Equity Interests being issued, sold, transferred, leased or otherwise disposed of, (iii) such fair market value shall be permitted determined in good faith by the board of directors of the Borrower and evidenced by a board resolution evidenced in an officer’s certificate delivered to incur at least $1.00 the Administrative Agent, and (iv) the Borrower shall have applied any Excess Proceeds therefrom in accordance with Sections 2.10(c) and (e). For purposes of additional Indebtedness this clause (b), each of the following shall be deemed to be cash: (1) any liabilities (as shown on the Borrower’s or any Material Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Material Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Credit Agreement Obligations or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger Borrower or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.Material Subsidiary from further liability;

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or 44 substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to a supplemental indenture under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will 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 (B) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodreference period test set forth in the first paragraph of Section 4.09 hereof, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of such Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with4.09.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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 (Ba) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or (b) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its subsidiaries immediately prior to the transaction. In connection with any consolidationThe foregoing clause (iv) will not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of Acquisition Corp. or Holding created for the purpose of holding the Capital Stock of the Company, (b) a merger between the Company and a Wholly Owned Subsidiary or disposition contemplated by this provision(c) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States so long as, in each case, the amount of Indebtedness of the Company shall deliverand its Restricted Subsidiaries is not increased thereby. The Indenture will also provide that the Company may not, directly or cause to be deliveredindirectly, 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 Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate with or merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey assign or otherwise dispose of lease all or substantially all of the properties and assets of the Company and its properties or assets in one or more related transactionsRestricted Subsidiaries, taken as a whole, to another any Person unless (aother than the Company or a Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary), or permit any Person (other than a Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary) to merge with or into the Company unless: (i) the Company is shall be the surviving corporation continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than into which the Company) Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries taken as a whole are transferred (the "surviving entity") shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state thereof or the District of ColumbiaColumbia and shall expressly assume, (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture, and this Indenture pursuant to a supplemental indenture shall remain in a form reasonably satisfactory to the Trustee, full force and effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists and no Default shall have occurred and be continuing; (diii) except unless the applicable transaction involves the merger of a Restricted Subsidiary of the Company into the Company, the Company or, in the case of a consolidation or merger in which the Company is not the continuing Person, the surviving entity, after giving pro forma effect to such transaction, could incur $1.00 of additional Indebtedness (assuming a market rate of interest with respect to such additional Indebtedness) pursuant to Section 4.9(a); and (iv) unless the applicable transaction involves the merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company into the Company, immediately after giving effect to such transaction, the Company or Consolidated Net Worth of the Person formed by or surviving any such Company, or, in the case of a consolidation or merger (if other than in which the Company)Company is not the continuing Person, or to which such salethe surviving entity, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction be equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of before such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withtransaction.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the all outstanding Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withSectin 4.10.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes, the Exchange Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and ( or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default) shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof. In connection with ; (v) if, as a result of any consolidationsuch transaction, merger property or disposition contemplated by this provisionassets of the Company would become subject to a Lien subject to the provisions of Section 4.12 hereof, the Company shall deliver, or cause to be delivered, the successor entity to the Trustee, in form Company shall have secured the Notes as required by said covenant; and substance reasonably satisfactory (vi) the Company shall have delivered to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with the Indenture. 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. The provisions of this provision covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets solely between or among the Company and that its Wholly Owned Restricted Subsidiaries. (b) For purposes of this Article 5, the transfer (by assignment, sale or otherwise) of all conditions precedent or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the Indenture provided for relating properties and assets of the Company, shall be deemed to such transaction be the transfer of all or transactions have been complied withsubstantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. Pursuant to Section 301(15) of the Base Indenture, so long as any of the Notes are outstanding, the following provision shall replace Section 801 of the Base Indenture for purposes of the Notes: The Company shall not not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or ; or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its properties or the Company's and the Company's Subsidiaries' assets taken as a whole, in one or more related transactions, to another Person unless Person; unless: (1) 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 shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b2) 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 shall have has been made assumes all the obligations of the Company Company's obligations under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; and (c3) immediately after such transaction transaction, no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving exists. Upon any such consolidation or merger (if other than the Company)consolidation, or to which such merger, sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) disposition, the successor corporation will have Consolidated Net Worth immediately after be substituted for the transaction equal to or greater than the Consolidated Net Worth Company under this Fourth Supplemental Indenture. The successor corporation may then exercise every power and right of the Company immediately preceding under this Fourth Supplemental Indenture, and the transaction Company will be released from all of its liabilities and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning obligations in respect of the applicable four-quarter periodNotes and the Indenture. If the Company leases all or substantially all of its assets, the lessee corporation will be permitted to incur at least $1.00 of additional Indebtedness pursuant the successor to the Consolidated Interest Coverage Ratio test set forth in the first paragraph Company and may exercise every power and right of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliverunder the Indenture, or cause but the Company will not be released from its obligations to be deliveredpay the principal of and premium, to if any, and interest, if any, on the 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 and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withNotes.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture under the Notes, the Registration Rights Agreement and this Indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in clause (a) of the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and Notes, this Indenture and the Security Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee and such entity or Person shall have taken all steps necessary or reasonably requested by the Trustee to protect and perfect the Security Interests granted or purported to be granted under the Security Documents; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding prior to the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that (A) such consolidation, merger or disposition transaction and the supplemental indenture in respect thereto comply with this provision Article, and that (B) all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with; and (vi) the Company shall have delivered to the Trustee all instruments of further assurance and all actions, as are necessary to maintain, preserve and protect the rights of the Holders of the Notes and the Trustee hereunder and under each of the applicable Security Documents with respect to the Security Interests have been taken. The sale, assignment, transfer, lease, conveyance or other disposition by the Company or its Restricted Subsidiaries of all or substantially all of their respective property or assets to one or more of their Subsidiaries shall not relieve either the Company or the Restricted Subsidiaries from their respective obligations hereunder, under the Notes or under the Security Documents. Subject to the foregoing, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary or other entity that becomes, by reason of such consolidation, merger or transfer, a Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person Person, unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) 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 shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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 (Bi) will, at the time of such transaction and after giving pro forma PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or (ii) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. In connection with any consolidationThe foregoing clause (d) will not prohibit the Merger or (i) a merger between the Company and a Wholly Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company, (ii) a merger between the Company and a Wholly Owned Restricted Subsidiary or disposition contemplated by this provision(iii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in the case of clauses (i), (ii), and (iii), the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. The Company shall deliver, not lease all or cause substantially all of its assets 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Person.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless Person, unless: (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; and (e) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with this provision Indenture; provided, however, that clause (d) shall no longer be applicable from and that after the occurrence of any Investment Grade Rating Event. For purposes of this covenant, the sale, assignment, transfer, lease, conveyance, or other disposition of all conditions precedent in or substantially all of the Indenture provided for relating properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to such transaction be the transfer of all or transactions have been complied withsubstantially all of the properties or assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; (iv) such transaction will not result in the loss or suspension or material impairment of any licenses or other authorizations that are material to the future prospects of the Company and its Subsidiaries, taken as a whole; and (dv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company or into a parent corporation the principal purpose of which transaction is to change the state of incorporation of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company Borrower shall not consolidate or merge with or into (whether or not the Company Borrower is the surviving corporation), or sell, assign, transfer, leaseconvey, 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 Person, unless: (ai) the Company Borrower is the resulting, transferee or surviving corporation Person or the Person formed by resulting, transferee or surviving any such consolidation or merger Person (if other than the CompanyBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or limited partnership organized or and existing under the laws of the United States, States or any state thereof or the District of ColumbiaColumbia and such resulting, (b) the Person formed by transferee or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleassumes, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture documentation in a form and substance reasonably satisfactory to the TrusteeAdministrative Agent, all of the obligations and covenants of the Borrower under this Agreement and the Loans; provided that, unless such resulting, transferee or surviving Person is a corporation, a corporate co-borrower of the Loans shall be added to this Agreement by such documentation; (cii) immediately after such transaction no Default or Event of Unmatured Default exists and shall exist; and (diii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger either (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Aa) 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, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, the Borrower or the resulting, transferee or surviving Person (if other than the Borrower) would have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Borrower immediately prior to such transaction, (b) immediately after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, the Borrower or the resulting, transferee or surviving Person (if other than the Borrower) would be permitted able to incur at least $1.00 of additional ad- ditional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 8.3 hereof. In connection with any consolidation, merger ; or disposition contemplated by this provision(c) immediately after giving pro forma effect to such transaction, the Company shall deliverConsolidated Net Worth of the Borrower or the resulting, transferee or cause to surviving Person (if other than the Borrower) would be delivered, to not less than the Trustee, in form and substance reasonably satisfactory to Consolidated Net Worth of the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating Borrower immediately prior to such transaction transaction. Clause (iii) of the preceding paragraph shall not apply to (1) any merger, consolidation or transactions have been complied withsale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and any of its Restricted Subsidiaries or (2) a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction. This Section 8.8 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Adjusted Operating Cash Flow Ratio test set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any, unless it is the first paragraph of Section 4.09 hereof. In connection with any consolidationother party to the transactions described above, merger or disposition contemplated shall have by this provisionsupplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations under the Indenture, the Company shall deliver, or cause 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 consolidation, merger or disposition Notes and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withRegistration Rights Agreement.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists, and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will shall have Consolidated Net Worth (immediately after the transaction transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with ; provided that this Section 5.01 shall not apply to any consolidation, merger or disposition contemplated by this provisionconsolidation of (x) Mrs. Xxxxxx' Xretzel Concepts, Inc. into or with the Company shall deliveror (y) Mrs. Xxxxxx' Xther Names, Inc. into or cause to be delivered, to the Trusteewith MFB, in form and substance reasonably satisfactory to each case, on the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIssue Date.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than 95% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by of this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and the Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the such other 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 shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.8 hereof. In connection Notwithstanding the foregoing clause (d), any Restricted Subsidiary (other than Finance Corp.) may consolidate or merge with or into, or dispose of all or any consolidation, merger part of its properties or disposition contemplated by this provisionassets to, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withCompany.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Senior Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory substantially similar to the Trustee, Exhibit E hereto; (ciii) immediately after --------- such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.08 hereof; and (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture in a form substantially similar to Exhibit E hereto --------- confirmed that its Subsidiary Guarantee shall apply to the Company's or the surviving Person's obligations under this Indenture and the Senior Notes. In connection with any consolidation, merger or disposition transfer of assets contemplated by this provisionSection 5.01, the Company shall will deliver, or cause 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 consolidation, merger or disposition transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not 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 and assets of the Company and its properties or assets Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless or Persons, unless: (1) 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, lease, conveyance or other disposition shall have been made (i) is a corporation or a limited liability company organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (and if not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws) and (bii) 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 shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Registration Rights Agreement and this Indenture the Security Documents pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c2) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and exists; (d3) except in the case of immediately after giving effect to such transaction on a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companypro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and (4) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the first paragraph 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 Section 4.09 hereofthe Company or the surviving Person in accordance with the Notes and this Indenture. In connection with addition, neither the Company nor any consolidationRestricted Subsidiary may, merger 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(3) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition contemplated by of assets between or among the Company and any of its Restricted Subsidiaries. Notwithstanding anything to the contrary in this provisionSection 5.01, the Company shall deliver, or cause 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 consolidation, merger or disposition Acquisition and the supplemental indenture in respect thereto comply with related transactions shall be permitted under this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person Person, unless (ai) the Company is the resulting, transferee or surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations and covenants of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred and be continuing; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanySubsidiary, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which whom such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation; provided, merger or disposition contemplated by however, that (1) this provision, clause (iv) shall be permanently terminated in the event that the Company shall deliver, or cause to be delivered, and its Restricted Subsidiaries are no longer subject to the TrusteeTerminated Covenants subject to Section 4.19 hereof, (2) clause (ii) above shall be satisfied by Tesoro's execution of a Supplemental Indenture substantially in the form of Exhibit G hereto and substance reasonably satisfactory (3) the preceding clauses (iii) and (iv) shall not be applicable to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withEscrow Corp. Merger.

Merger, Consolidation or Sale of Assets. The Company shall not Issuer or Issuers holding all or substantially all of the assets of the Issuers on a combined basis will not, directly or indirectly, consolidate or merge with or into (whether or not the Company such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuers on a combined basis in one or more related transactions, to another Person unless (ai) the Company such Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that the Issuers agree that so long as the Senior Discount Notes are outstanding at least one of the Issuers shall be a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company such Issuer under the Senior Discount Notes and this the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred; and (div) except in the case of a merger of the Company such Issuer with or into a Wholly Owned Restricted Subsidiary of the Companysuch Issuer, the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after made, together with the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) surviving Issuers, will, at the time of immediately before and after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter periodquarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.9. In connection with any consolidationNone of the Issuers may, merger directly or disposition contemplated by this provisionindirectly, the Company shall deliverlease all or substantially all of its properties or assets, in one or cause to be deliveredmore related transactions, to any other Person. Notwithstanding the Trusteeforegoing, in (a) any or all of the Issuers may merge or consolidate with or transfer substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of such Issuer or the form of organization of such Issuer, provided that the amount of Indebtedness of such Issuer and substance reasonably satisfactory to its Restricted Subsidiaries is not increased thereby and provided, further, that the Trustee, an Officers' Certificate and an Opinion successor assumes all obligations of Counsel, each stating that such consolidation, merger or disposition Issuer under the Indenture and the supplemental indenture Registration Rights Agreement and (b) nothing in respect thereto comply with this provision and that all conditions precedent in Section 5.1 shall be deemed to prevent the Indenture provided for relating to such transaction or transactions have been complied withconsummation of the Reorganization.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless Person, unless: (ai) the Company is the surviving corporation 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and or would exist; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will (treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred at the time of such transaction) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodfiscal quarter, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, 4.9(a); and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person Person, unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) 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 shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will 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 (B) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, 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, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither of the Issuers may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, transactions to another Person unless Person, unless: (ai) the Company either (1) such Issuer is the surviving corporation survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, indenture; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of transaction involving the Company with or into a Wholly Owned Restricted Subsidiary of the Companyand not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at on the time date of such transaction and immediately after giving pro forma effect thereto and to any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the first paragraph same had occurred at the beginning of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionthe applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company shall deliveror the Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be delivered, equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the such supplemental indenture in respect thereto (if any) comply with this provision Indenture and the opinion shall state the obligations under such supplemental indenture constitute the legal, valid and binding obligations of such Issuer; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iii) or 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all conditions precedent or part of its properties and assets to the Company or any Restricted Subsidiary or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iii) or 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) 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; (ii) 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; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture provided pursuant to written agreement; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for relating purposes of this clause (v) 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 transaction reorganization (a) is subject to federal or transactions have been complied withstate income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

Merger, Consolidation or Sale of Assets. Section 5.01. Consolidation, Merger or Sale of Assets of the Company. xii) The Company shall not may not, directly or indirectly (x) consolidate or merge with or into or wind up into another Person (whether or not the Company is the surviving corporation), ) or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless Person, unless, in each case: (ai) either: (A) the Company is the surviving corporation or 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 shall have has been made is a partnership, limited liability company or corporation organized or existing under the laws of the jurisdiction of organization of the Company or the United States, any state thereof or of the United States, the District of ColumbiaColumbia or any territory thereof (the Company or such Person, as the case may be, hereinafter referred to as the "Successor Company"); (bii) 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 shall have been made expressly assumes all the obligations of the Company under the Notes Notes, the Indenture and this Indenture the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.03(a) determined on a pro forma basis (including pro forma application of the first paragraph net proceeds therefrom), as if such transaction had occurred at the beginning of Section 4.09 hereof. In connection with any consolidationsuch four-quarter period; or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, merger or disposition contemplated by unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have confirmed in writing that its Guarantee shall apply to such Person's obligations under the Notes, this provision, Indenture and the Registration Rights Agreement; and (vi) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the supplemental indenture in respect thereto such amendment or supplement (if any) comply with this provision Indenture. The Successor Company shall succeed to, and that be substituted for, the Company under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all conditions precedent or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company in a (or another) state of the Indenture provided for relating to such transaction or transactions have been complied withUnited States, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company ---------------------------------------- shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made 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, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately prior to and immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with this provision Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and that 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 conditions precedent 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. Clause (iv) of the foregoing paragraph will not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of Holding created for the purpose of holding the Capital Stock of the Company, (b) a merger between the Company and a Wholly Owned Subsidiary of the Company or (c) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in the Indenture provided for relating to such transaction or transactions have been complied withcase of each of clause (a), (b) and (c), the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not Neither Issuer may, directly or indirectly: (A) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporation), ) or (B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless Person; unless: (i) either: (a) the Company such Issuer is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia and assumes all of the obligations of such Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; provided, that at all times at least one Issuer shall be a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, ; (b) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (cii) immediately after such transaction no Default or Event of Default exists and exists; and (diii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company (a) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.9 hereof or (b) have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio of such Issuer immediately prior to such transaction. In connection with no event shall the Company or MSG enter into any consolidationtransaction that results in, merger or disposition contemplated by otherwise permit, MSG to cease being a Restricted Subsidiary of the Company. For purposes of this provisionSection 5.1, the Company 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 any Issuer, which properties and assets, if held by such Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of such Issuer on a consolidated basis, shall deliver, or cause be deemed to be deliveredthe transfer of all or substantially all of the properties and assets of such Issuer. 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 any Issuer or to any Guarantor and (y) an Issuer may merge with an Affiliate incorporated solely for the Trusteepurpose of reincorporating such Issuer in another jurisdiction so long as such jurisdiction is the United States, in form and substance reasonably satisfactory to any state of the Trustee, an Officers' Certificate and an Opinion United States or the District of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withColumbia.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Aa) 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 (Bb) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; provided, however, that this provision shall not prohibit any merger or consolidation among the Company and one or more of its Wholly Owned Restricted Subsidiaries that is a Guarantor. In connection with any consolidationconsolidation or merger, merger or any sale, assignment, transfer, lease, conveyance, or other disposition contemplated by of all or substantially all of the assets of the Company in accordance with this provisionSection 5.01, the Company shall deliver, or cause 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 consolidation, merger merger, sale, assignment, transfer, lease, conveyance, or other disposition and the any supplemental indenture in respect thereto comply with this provision Article 5 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not will not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists and shall have occurred; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyGuarantor, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.3 hereof. 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. Upon any consolidation or merger, or any sale or lease of the assets of the Company as, or substantially as, an entirety in accordance with this Section 5.1, the entity formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named in this Indenture as a party hereto and thereafter from time to time such successor entity may exercise each and every right and power of the Company under this Indenture in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any Officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the time be the successor of the Company hereunder. In connection with any consolidationthe event of the sale by the Company of its assets as, merger or disposition contemplated by substantially as, an entirety upon the terms and conditions of this provisionSection 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form released from all its liabilities and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition obligations under this Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent Securities, but the predecessor Company in the Indenture provided for relating case of a lease of all its assets or substantially all its assets will not be released from the obligation to such transaction or transactions have been complied withpay the principal and premium of and Interest and Liquidated Damages, if any, on the Securities.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to a supplemental indenture under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made (A) will 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 (B) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate with or merge with or into (whether another Person or, directly or not the Company is the surviving corporation)indirectly, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its properties assets (such amounts to be computed on a consolidated basis), whether in a single transaction or assets in one or more a series of related transactions, to another Person unless or group of affiliated Persons unless: (1) either (a) the Company is the continuing entity or (b) the resulting, surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made transferee entity is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed Columbia and expressly assumes by or surviving any such consolidation or merger (if other than supplemental indenture all of the Company) or 's obligations in connection with the Person to which such saleNotes, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to and the Trustee, Collateral Agreements; (c2) immediately after such transaction no Default or Event of Default exists and shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (d3) except in unless such transaction is solely the case of a merger of the Company with or into a and one of its previously existing Wholly Owned Restricted Subsidiary Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the Companypurpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after of the transaction consolidated surviving or transferee entity is at least equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; and (B4) will, at the time of unless such transaction is solely the merger of the Company and one of its previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma effect thereto as if such transaction had occurred at basis, the beginning of the applicable four-quarter periodconsolidated resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Debt Incurrence Ratio test set forth in Section 4.7; and (5) each Guarantor, shall have, if required by the first paragraph terms of Section 4.09 hereof. In connection with any consolidationthis Indenture or the Collateral Agreements, merger or disposition contemplated by this provision, confirmed in writing that its Guarantee shall apply to the obligations of the Company shall deliveror the surviving entity in accordance with the Notes, or cause 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 consolidation, merger or disposition this Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withCollateral Agreements.

Merger, Consolidation or Sale of Assets. The Unless otherwise specified in respect of a series of Securities, neither the Company shall not nor any Guarantor will (i) consolidate or merge with or into another Person or (whether or not the Company is the surviving corporation), or ii) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its or its subsidiaries’ properties or assets taken as a whole, in one or more related transactions, to another Person unless Person, unless: (ai) The Company or such Guarantor, as the Company is case may be, shall be the surviving corporation Person; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor, as the case may be) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Person to which such saleGuarantor, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in as the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), may be) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made assumes all of the Company’s obligations or the obligations of such Guarantor, as the case may be, under the Securities and this Indenture pursuant to a supplemental indenture or other agreements delivered to the Trustee; (c) immediately after such transaction, no Default or Event of Default exists (other than in the case of: (i) the Company’s merger, or the merger of such Guarantor, as the case may be, with an affiliate solely for the purpose of reincorporating in another jurisdiction; (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company, the Guarantors or any Subsidiary); and (d) the Company or such Guarantor, as the case may be, 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliverdelivered, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, transfer, conveyance, lease or other disposition complies with the requirements of this Indenture, and an Opinion of Counsel stating that the Securities, the Indenture and the supplemental indenture Guarantees constitute valid and binding obligations of the Company (or, if applicable, the successor company) and such Guarantors. Notwithstanding the foregoing, the limitations set forth in respect thereto comply with this provision and Section 5.01 shall not apply to (a) any Guarantor to the extent such Guarantor is released from its obligations under its Guarantee pursuant to Section 10.09 hereunder, or (ii) any asset sales that all conditions precedent in are permitted under the Indenture provided for relating to such transaction or transactions have been complied withBank Credit Agreement.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee that is executed in accordance with the provisions of Section 9.01 hereof; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or 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 shall have been made (A) will shall 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) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage EBITDA Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with Notwithstanding the foregoing, any consolidation, merger or disposition contemplated by this provision, Restricted Subsidiary of the Company shall deliverbe permitted to consolidate with, merge with or cause to be delivered, into or transfer all or part of its properties or assets to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger Company or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withanother Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not may not: (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 its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) 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, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state State thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, 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 shall have been made 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.09; or (b) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its subsidiaries immediately prior to the transaction. The preceding clause (D) shall not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary; or (b) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States; so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivermay not, directly or cause to be deliveredindirectly, 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 be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall not will not, directly or indirectly: (A) amalgamate, consolidate or merge with or into another Person (whether or not the Company is the Person formed by or surviving corporationany such amalgamation, consolidation or merger), ; or (B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, in each case, in one transaction or more a series of related transactions, including by way of liquidation or dissolution, to another Person unless Person, unless: (a1) either (x) the Company is will be the surviving corporation or continuing Person or (y) the Person formed by or surviving any such amalgamation, consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation Person organized or existing under the laws of a Permitted Jurisdiction (the United StatesCompany or such Person, any state thereof or as the District of Columbiacase may be, being herein called the “Successor Company”); (b2) 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 shall have been made assumes all the obligations of the Company under the Notes and the other Notes Obligations and the Collateral Documents to which the Company is a party, if any, and agrees to be bound by all the provisions of this Indenture and such Collateral Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trusteeor an amendment thereto, as applicable; (c3) immediately before and after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (d4) except in with respect to a transaction solely between or among the case Company and any of a merger the Restricted Subsidiaries, immediately after giving pro forma effect to such transaction, any related financing transactions and the use of proceeds therefrom and treating any Indebtedness that becomes an obligation of the Company with or into a Wholly Owned Restricted Subsidiary any of the Company, Restricted Subsidiaries as a result of such transaction as having been Incurred by the Company or such Restricted Subsidiary, as the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (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) willcase may be, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of transaction, the applicable four-quarter period, be permitted to incur Company could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth Section 4.09(a); (5) in the first paragraph event that the Successor Company is organized in a jurisdiction that is different from the jurisdiction in which the Company was organized immediately before giving effect to such transaction, the Successor Company has delivered to the Trustee an Opinion of Section 4.09 hereof. In connection Counsel stating that the obligations of the Successor Company under this Indenture are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions; (6) if applicable, the Successor Company causes such amendments, supplements or other instruments with respect to the Collateral Documents to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the First Lien Collateral Agent on any Collateral owned by or transferred to the Successor Company and delivers an opinion of counsel as to the enforceability thereof and such other matters as the Trustee may reasonably request; (7) any Collateral owned by or transferred to the Successor Company shall (a) continue to constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations and (c) not be subject to any other Lien other than Permitted Collateral Liens; and (8) the Company or Successor Company delivers to the Trustee an Officers’ Certificate stating that such amalgamation, consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form transfer and substance reasonably satisfactory to the Trustee, an Officers' Certificate any supplemental indentures and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto amendment comply with this provision and that all conditions precedent Section 5.01(a). For purposes of the foregoing, (i) entry by the Company or any Subsidiary of the Company into one or more Drilling Contracts or other charters, pool agreements or drilling contracts with respect to any Vessels entered into in the Indenture provided ordinary course of business will be deemed to not constitute a sale, assignment, transfer, conveyance or other disposition subject to this Section 5.01(a) and (ii) any Vessel Sale or Involuntary Vessel Transfer with respect to (x) more than one Deepwater Vessel or (y) a Deepwater Vessel and one or more Jackup Rigs will be deemed to constitute a sale, assignment, transfer, conveyance or other disposition of substantially all the properties and assets of the Company subject to this Section 5.01(a). Clause (3) above will not apply to a merger of the Company with an Affiliate if such merger is consummated for relating the sole purpose of reincorporating the Company in another jurisdiction. (b) The Company shall not permit any Guarantor to, directly or indirectly, amalgamate, consolidate or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Company or another Guarantor or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless: (1) (A) immediately after giving effect to such transaction or transactions have been complied with.series of related transactions, no Default or Event of Default exists;

Merger, Consolidation or Sale of Assets. The Company shall not 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 its properties or assets assets, in one or more related transactions, to another Person unless Person; unless: (1) 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, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) 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 shall have been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction no Default or Event of Default exists and exists; and (d4) except in the case of a merger entered into solely for the purpose of reincorporating the Company with or into a Wholly Owned any Restricted Subsidiary of the Companyin another jurisdiction, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) shall, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction 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 Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither Issuer will, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company or the Co-Issuer, as applicable, is the surviving corporation), Person) or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or and assets of the Company and the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless Person, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (a) the Company or the Co-Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Co-Issuer, as the case may be) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia or any territory thereof (provided that in the case where such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws) and (ii) assumes all the obligations of the Company or the Co-Issuer, as applicable, under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, indenture; (c3) immediately after giving effect to such transaction no Default or Event of Default exists and on a pro forma basis, (di) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made (A) made, will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant as Ratio Debt; or (ii) (x) the Consolidated Leverage Ratio is positive and less than or equal to the Company’s Consolidated Interest Leverage Ratio immediately prior to such transaction or (y) the Fixed Charge Coverage Ratio test set forth in is greater than or equal to the first paragraph of Section 4.09 hereof. In connection with Company’s Fixed Charge Coverage Ratio immediately prior to such transaction; (4) if the Person formed by or surviving any consolidation, such consolidation or merger or disposition contemplated by this provision, is other than the Company shall deliveror the Co-Issuer, as the case may be, each Guarantor, unless such Guarantor is the Person with which the Company or cause to be deliveredthe Co-Issuer has entered into a transaction under this Section 5.01, will have confirmed to the Trustee, Trustee in form and substance reasonably satisfactory writing that its Note Guarantee will apply to the Trustee, obligations of the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, in each case stating that such consolidationtransaction, merger or disposition such agreement and the such supplemental indenture in respect thereto comply with this provision Section 5.01 and that all conditions precedent in the Indenture provided for in this Indenture relating to such transaction or transactions have been complied with; provided that clause (3) above will not apply: (i) if, in the good faith determination of the Board of Directors of the Company or a direct or indirect parent 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 or the Co-Issuer, as the case may be, and such transaction does not have as one of its purposes the evasion of the foregoing limitations; (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any Guarantor; or (iii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets of the Co-Issuer. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company or the Co-Issuer is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or the “Co-Issuer,” as applicable, will refer instead to the successor Person and not to the Company or the Co-Issuer, as applicable), and may exercise every right and power of, such issuer under this Indenture with the same effect as if such successor Person had been named as such issuer in this Indenture, and the Company or the Co-Issuer, as applicable, will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing, and so long as the requirements of clause (2) of the preceding paragraph, to the extent applicable, are complied with, (a) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company, (b) either Issuer may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company or the Co-Issuer, as applicable, in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness and Liens of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) either Issuer may convert into a limited partnership, limited liability company or corporation and (d) either Issuer may change its name (provided that, if the Company converts to a corporation and ceases to be a limited liability company pursuant to clause (c) hereof, the Company or any parent or indirect parent of the Company may dissolve the Co-Issuer). For the avoidance of doubt, at all times when the Co-Issuer remains an issuer of the Existing Notes, there shall be an Issuer of the Notes that is a corporation, and if the Co-Issuer ceases to be an issuer of the Existing Notes, the Co-Issuer will not be subject to the provisions of this Section 5.01. (b) Other than Cogent Holdco, a Guarantor will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving Person) or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (a) (x) the Guarantor is the surviving corporation or (y) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition which has been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia or any territory thereof and (ii) assumes all the obligations of that Guarantor under this Indenture, including its Note Guarantee pursuant to a supplemental indenture; or (b) such sale, assignment, transfer, lease, conveyance or other disposition or consolidation or merger complies with Section 4.07 to the extent applicable on the date of the subject transaction. (c) Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with this Section 5.01, the successor Person formed by such consolidation or into or with which a Guarantor is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Guarantor” will refer instead to the successor Person and not to such Guarantor), and may exercise every right and power of, such Guarantor under this Indenture and the Note Guarantees with the same effect as if such successor Person had been named as a Guarantor in this Indenture and the Note Guarantees, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Note Guarantee. (d) Notwithstanding the foregoing, and so long as the requirements of clause (2) of Section 5.01(b) are complied with, (1) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to a Guarantor, (2) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness and Liens of the Guarantor is not increased thereby (unless such increase is permitted by this Indenture), (3) a Guarantor may merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Guarantor or the Issuers, (4) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States, any state thereof or the District of Columbia or any territory thereof so long as the Note Guarantee provided by such Guarantor under the laws of such other jurisdiction is substantially equivalent to the Note Guarantee provided under the laws of the jurisdiction of formation of such Guarantor prior to such conversion and (5) any Guarantor may change its name. (e) Notwithstanding the foregoing, for the avoidance of doubt, no restriction under this Section 5.01 shall limit the ability of any non-Guarantor Subsidiary (other than the Co-Issuer) or Unrestricted Subsidiary to engage in any merger, consolidation or sale of all or substantially all assets so long as such transaction is otherwise permitted under this Indenture.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into any person (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless unless: (a) the Company is the surviving corporation or the Person 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 shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person entity or 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 shall have been made assumes all the obligations Obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one person and such person shall have been made (A) will have Consolidated Net Worth immediately after assumed all the transaction equal to or greater than the Consolidated Net Worth Obligations of the Company immediately preceding the transaction and (B) willCompany, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth a -42- 43 supplemental indenture in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in a form and substance reasonably satisfactory to the Trustee, under the Securities and the Indenture; (d) immediately after such transaction no Default or Event of Default exists; and (e) the Company or such person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transaction and the supplemental indenture in respect thereto comply with this provision the Indenture and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withsatisfied.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company 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 shall have been made (A) will shall have Consolidated Net Worth (immediately after the transaction transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) 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 shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture under the Securities and this Indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition 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, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test shall satisfy certain financial requirements set forth in the first paragraph of this Indenture or in a Board Resolution, supplemental indenture hereto or an Officer's Certificate pursuant to Section 4.09 2.2 hereof. In connection with 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 consolidationother Person. The provisions of this Section 5.1 shall not be applicable to a sale, merger assignment, transfer, conveyance or other disposition contemplated by this provision, or assets between or among the Company shall deliver, or cause 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 consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Subsidiaries.