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

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of 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 another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture 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; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and the applicable Registration Rights Agreement pursuant to agreements necessary pursuant to the terms of the Notes, this Indenture and the applicable Registration Rights Agreement; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person unless: (1) either: either (Ai) the Company is the surviving corporation; or entity or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made made, assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture (pursuant to agreements reasonably a supplemental indenture in a form satisfactory to the Trustee); (3) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4) either (i) the Company or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have delivered been made, will, at the time of such transaction and on a Pro Forma Basis, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion test set forth in the first paragraph of CounselSection 4.10 or (ii) at the time of such sale, each stating that such consolidationassignment, merger transfer, lease, conveyance or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionother disposition shall have been made on a Pro Forma Basis, the Company will not, directly Fixed Charge Coverage Ratio would have been equal to or indirectly, lease all or substantially all of greater than the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, Fixed Charge Coverage Ratio immediately prior to any other Person. (c) such transaction. This Section 5.01 5.1 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries the Restricted Subsidiaries. Clauses (3) and (4) of the first paragraph of this Section 5.1 will not apply to any consolidation or (1) any merger or consolidation of the Company (i) with or into one of its Subsidiaries a Restricted Subsidiary for any purpose or (2ii) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionjurisdiction in the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1i) either: : (Aa) the Company is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity 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; and, provided that if such entity the Person is not a corporationpartnership or limited liability company, a co-obligor of the Securities is a corporation wholly owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and shall not have any material assets or operations shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture or other agreement; (3iii) immediately after such transaction, transaction no Default or Event of Default exists; (iv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred and is continuingat the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (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 (4v) if the Company is not the surviving corporation, each Guarantor (unless it is the other party to the transactions above, in which case clause (ii) shall apply) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such by supplemental indenture (if any) comply with confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Notes and this Indenture. (b) In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This Notwithstanding clause (iv) of Section 5.01 will not apply 5.01(a), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor. (d) Unless such consolidation, merger, sale, assignment, transfer, conveyance, lease conveyance or other disposition or a contemporaneous event or circumstance, or a series of assets between contemporaneous events or among circumstances, results in the release of the Subsidiary Guarantee of such Guarantor pursuant to and in compliance with the terms of this Indenture, the Company and its Subsidiaries will not permit any Guarantor, directly or indirectly, in one or more related transactions to: (1) any merger consolidate or consolidation of the Company merge with or into one of its Subsidiaries for any purpose another Person (whether or not the Guarantor is the surviving entity); or (2) with sell, assign, transfer, convey or into an Affiliate solely for the purpose otherwise dispose of reincorporating all or substantially all of its properties or assets, taken as a whole, to another Person (other than to the Company in or another jurisdictionGuarantor); unless: (i) either: (a) the Guarantor is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States, the District of Columbia or the jurisdiction where such Guarantor was organized; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Guarantor under the Notes and this Indenture pursuant to a supplemental indenture or other agreement; and (iii) immediately after such transaction no Default or Event of Default exists.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)any Person, or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties Company’s assets whether as an entirety or assets of the Company and its Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person, any Person unless: (1) either: (A) the Company is shall be the surviving or continuing corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition has been made is the properties and assets of the Company substantially as an entirety (the “Surviving Entity”): (i) shall be an entity organized or and validly existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; and, if such entity provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Securities notes is a corporation organized corporation; and (ii) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, interest on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or existing under any such laws;observed; and (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company Trustee shall have delivered to the Trustee received an Officers’ Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionmerger, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the applicable provisions of assets between or among this Indenture, (y) after giving effect to such transaction no Default will have occurred and be continuing under the Company Indenture and its Subsidiaries or (1z) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company that all conditions precedent in another jurisdictionthis Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture 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; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and this Indenture pursuant to agreements necessary 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 not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not, directly or indirectly: (1) not consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its 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 (1) either: (Ai) the Company Issuer is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is organized and existing under the laws of the United States, any state thereof or the District of Columbia; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or the Company) or Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity organized or existing made, assumes all the obligations of the Issuer under the laws Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iii) immediately after such transaction, no Default or Event of Default exists; and (iv) except in the case of a merger of the United StatesIssuer with or into one of its Wholly Owned Restricted Subsidiaries, any state of the United States Issuer or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) Issuer), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all made, shall, at the obligations time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Company under the Securities applicable four-quarter period, (A) be permitted to incur at least $1.00 of such Series and this Indenture additional Indebtedness pursuant to agreements reasonably satisfactory the first paragraph of Section 4.09 hereof and (B) have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Issuer immediately prior to such transaction. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Trustee; Issuer and (3b) immediately after such the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction. In the case of a sale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer, upon the assumption provided for in clause (ii) above, the Issuer shall be discharged from all further liability and obligation under this Indenture. Prior to the proposed transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company Issuer shall have delivered deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating of which shall state that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureArticle 5 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (c) immediately after such transaction no Default or Event of Default exists; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of 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 another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes, the Indenture and this Indenture the Registration Rights Agreement pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;; and (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) exists. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will shall not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: either (A) the Company is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to a supplemental indenture duly executed by the Trustee;; and (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indentureexists. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it the Company and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01 will not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not, not directly or indirectly: (1) consolidate consolidate, amalgamate or merge with or into another Person (whether or not the Company it is the surviving corporation), or ; (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, Person or (3) consummate a Division as the Dividing Person unless: (1a) either: (A) in the Company case of a Division where the Issuer is the surviving corporation; or Dividing Person, either all Division Successors shall become co-issuers of the Notes or the Division, as to any Division Successor that will not be a co-issuer, is permitted by Section 4.08 (Bit being understood for the avoidance of doubt that a Division by the Issuer constitutes a Restricted Payment) or (b) the Person formed by or surviving any such consolidation consolidation, Division, amalgamation or merger (if other than the CompanyIssuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (the “Surviving Person”) is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity Surviving Person is not a corporation, a Restricted Subsidiary that is a corporation shall become a co-obligor of the Securities is Notes pursuant to a corporation organized or existing under any such lawssupplemental indenture; (2) the Surviving Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction, no Default or Event of Default has exists; (4) any of the following is true: (a) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Issuer, or the Surviving Person, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.10(a); (b) the Fixed Charge Coverage Ratio of the Issuer or the Surviving Person, after giving pro forma effect to such transaction and is continuingany related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would be greater than or equal to the Fixed Charge Coverage Ratio of the Issuer before giving pro forma effect to such transaction; or (c) the Indebtedness to Consolidated Tangible Net Worth Ratio of the Issuer or the Surviving Person, after giving pro forma effect to such transaction and any related financing transactions as if the same had occurred at the end of the last full fiscal quarter, would be less than or equal to the actual Indebtedness to Consolidated Tangible Net Worth Ratio of the Issuer immediately prior to such transaction; and (45) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or transfer amalgamation, or sale, assignment, lease, transfer, conveyance or other disposition and such supplemental indenture (indenture, if any) , and instrument of assumption, if any, comply with this Indenture. (b) In additionSections 5.01(a)(1) through (5) above and Section 5.01(d)(1) shall not apply to: (a) any Restricted Subsidiary merging, amalgamating or consolidating with or into the Company will notIssuer or another Restricted Subsidiary; or (b) the transfer of assets between or among the Issuer and one or more of the Restricted Subsidiaries, directly or indirectlybetween or among the Restricted Subsidiaries. Sections 5.01(a)(3), (4) and (5) above shall not apply to the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, the Issuer to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company Issuer in another jurisdictionstate in the United States and/or solely for the purpose of forming, collapsing or dissolving a holding company structure. (c) The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture. In the case of a lease, however, the Issuer shall not be released from any of the obligations or covenants under this Indenture. (d) Unless the Note Guarantee of the applicable Subsidiary Guarantor is permitted to be released in connection with such transaction as described in Section 4.16, such Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or amalgamate or merge with or into (whether or not it is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) the Person (if other than the Issuer or a Subsidiary Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Issuer or a Subsidiary Guarantor) formed by or surviving any such consolidation or amalgamation or merger assumes all the obligations of that Subsidiary Guarantor, as applicable, under this Indenture and its Note Guarantee pursuant to a supplemental indenture; or (b) such transfer does not violate Section 4.11.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither the Parent nor the Issuer will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Parent or the Issuer is the surviving corporationPerson), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent or the Parent and its Subsidiaries taken as a whole or the Issuer or the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company Parent or the Issuer is the surviving corporationPerson; or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental Indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or the Issuer, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Parent or the Issuer, as the case may be, under the Securities of such Series Notes and this the Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental Indenture or other customary documentation; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) the Company shall have delivered Parent or the Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion opinion of Counsel, each stating counsel certifying that such consolidation, merger or transfer and such supplemental indenture (if any) comply consolidation complies with this Indenture. (b) Section 5.01. In addition, neither the Company will notParent nor the Issuer may, directly or indirectly, lease all or substantially all of the properties and assets of it its and its respective Subsidiaries taken as a wholeproperties or assets, in one or more related transactions, to any other Person. (c) . This Section 5.01 will not apply to (1) a merger of the Parent or the Issuer, as the case may be, with an Affiliate solely for the purpose of reforming the Parent or the Issuer, as the case may be, in another jurisdiction or forming a direct or indirect holding company of the Issuer that is a Wholly Owned Subsidiary of the Parent; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Parent, the Issuer and its Subsidiaries or (1) any their respective Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of 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 another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this the Indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) the Company shall have delivered prior to a Release Event, to the Trustee an Officers’ Certificate extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger (if other than the Company) are assets of the type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger (if other than the Company) will take such action as may be reasonably necessary to cause such property and an Opinion assets to be made subject to the Lien of Counsel, each stating the Note Security Documents in the manner and to the extent required in this Indenture or any of the Note Security Documents and shall take all reasonably necessary action so that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Lien is perfected to the extent required by the Note Security Documents. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01 will shall not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: Neither of the Issuers may (1x) consolidate or merge with or into another Person (regardless of whether or not the Company such Issuer is the surviving corporationentity), or (2y) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either: (A) the Company such Issuer is the surviving corporationentity; 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, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to agreements a supplemental indenture or other agreement reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable 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, conveyance, lease or other disposition has occurred and been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is continuingequal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (45) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and disposition and, if a supplemental indenture is required, such supplemental indenture (if any) indenture, comply with this Indenture. (b) In additionNotwithstanding the restrictions set forth in clause (4) of Section 5.01(a) hereof, any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties or assets to the Company without complying with such clause (4) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a) hereof, the Company is permitted to reorganize as any other form of entity, provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5), a reorganization will notnot be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Internal Revenue Code or any similar state or local law). (d) For purposes of this Section 5.01, directly the transfer (by lease, assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties and or assets of it and its Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries, which properties or assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to any other Personbe the transfer of all or substantially all of the properties or assets of the Company. (ce) This Section 5.01 will not apply Notwithstanding anything in this Indenture to any salethe contrary, assignment, transfer, conveyance, lease or other disposition of assets between or among in the event that the Company and its Subsidiaries becomes a corporation or (1) any merger or consolidation of the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with or the terms of this Indenture) is a corporation, Finance Corp. may be merged into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionor it may be dissolved and cease to be an Issuer.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers may, directly or indirectly: (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), ; or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1i) either: : (A) the Company such Issuer is the surviving corporationentity; or 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 has shall have been made is an entity organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such Columbia (provided that El Paso Finance may not consolidate or merge with or into any entity is not a corporation, a co-obligor of the Securities is other than a corporation organized or existing under any satisfying such lawsrequirement for so long as the Partnership remains a partnership); (2ii) 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 has shall have been made expressly assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; (iv) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer): (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction; and (4B) shall, on the Company date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); provided, however, that this clause (B) shall have be suspended during any period in which the Partnership and the Restricted Subsidiaries are not subject to the Suspended Covenants; and (C) has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and and, if a supplemental indenture is required, such supplemental indenture (if any) comply with this IndentureIndenture and all conditions precedent therein relating to such transaction have been satisfied. (b) In additionNotwithstanding Section 5.01(a), the Company will notPartnership 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, directly sale, contribution or indirectlyexchange of assets or otherwise) of the Partnership 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, lease all any state thereof or substantially the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all of the properties obligations of the Partnership under the Notes and assets 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 and its Subsidiaries taken 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 (1) is subject to federal or state income taxation as a whole, in one an entity or more related transactions, (2) 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 other Personsimilar state or local law). (c) This Section 5.01 will 5.01(a) shall not apply to a merger or consolidation or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of assets between or among the Company Partnership and any of its Subsidiaries Restricted Subsidiaries. (d) No Subsidiary Guarantor may consolidate with or (1) any merger or consolidation of the Company merge with or into one (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, but excluding the Partnership or another Subsidiary Guarantor, unless (i) subject to the provisions of its Subsidiaries for Section 5.01(e), the Person formed by or surviving any purpose such consolidation or merger (2if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to the Subsidiary Guarantor's Guarantee of the Notes and the Indenture pursuant to a supplemental indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. Any Subsidiary Guarantor may be merged or consolidated with or into an Affiliate solely for any one or more Subsidiary Guarantors. (e) In the purpose event of reincorporating a sale or other disposition of all or substantially all of the Company assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all or substantially all of the Equity Interests of any Subsidiary Guarantor, then such Subsidiary Guarantor (in another jurisdictionthe 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 or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Guarantee; provided that the Partnership applies the Net Proceeds of such sale or other disposition in accordance with the provisions set forth under Sections 3.09 and 4.07.

Merger, Consolidation or Sale of Assets. (a) The Company Holdings shall not, directly or indirectly: (1) not consolidate or merge with or into another Person (whether or not the Company Holdings is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Personcorporation, unless: Person or entity unless (1i) either: (A) the Company Holdings is the surviving corporation; or (B) 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, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Holdings under the Securities of such Series Registration Rights Agreement, the Debentures and this Indenture pursuant to agreements supplemental indentures in forms reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred exists; and is continuing; and (4iv) except in the Company case of a merger of Holdings with or into a Wholly Owned Restricted Subsidiary of Holdings and except in the case of a merger entered into solely for the purpose of incorporating Holdings or reincorporating Holdings in another jurisdiction, Holdings or the entity or Person formed by or surviving any such consolidation or merger (if other than Holdings), or to which such sale, assignment, transfer, conveyance or other disposition shall have delivered been made 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 Trustee an Officers’ Certificate and an Opinion Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will Section 4.09. Holdings shall not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This Section 5.01 . The provisions of this covenant will not apply be applicable to any a merger, sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among Holdings and any of its Restricted Subsidiaries. Notwithstanding the Company foregoing, Holdings is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and its Subsidiaries AC Holdings Corp. may thereafter liquidate); provided that Holdings shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, if applicable, liquidation of AC Holdings Corp.) is not adverse to holders of the Debentures from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Debentures solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (1ii) any merger the successor or consolidation 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 Company with Code or into one of its Subsidiaries for any purpose similar state or (2local law) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionand certain other conditions are satisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either: (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, 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; (ii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transaction, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;transaction; or (3iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will not be less than the Consolidated Net Worth of the Company immediately before such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the 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, the Indenture and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notExcept in connection with a disposition of the Issuer that complies with the requirements of paragraph (b) below, directly the Issuer may not merge or indirectly: consolidate with or into any person other than (1i) a merger with or into, or a consolidation with, Sweetheart Holdings and (ii) the merger, subject to all conditions applicable to Sweetheart Holdings in paragraph (b) below, of Subsidiaries of the Issuer into the Issuer. (b) Sweetheart Holdings will not consolidate or merge with or into another Person any person (whether or not the Company Sweetheart Holdings is the surviving corporationperson), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, or permit the Issuer to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Subsidiaries taken as a whole(other than to Sweetheart Holdings), in one or more related transactionstransactions to, to another Personcorporation, person or entity unless: (1i) either: (A) the Company Sweetheart Holdings is the surviving corporation; orperson or the entity or the person formed by or surviving any such consolidation or merger (it other than Sweetheart Holdings) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is organized and existing under the laws of the United States, any state thereof or the District of Columbia; (Bii) the Person person formed by or surviving any such consolidation or merger (if other than Sweetheart Holdings) or the Companyperson to which such sale, assignment, transfer, lease, or other disposition will have been made (if other than Sweetheart Holdings or the Issuer, as the case may be) assumes all the obligations of Sweetheart Holdings (or the Issuer, as the case may be) pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iv) Sweetheart Holdings or any person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transferlease, conveyance or other disposition has will have been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3A) will have Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the Consolidated Net Worth of Sweetheart Holdings immediately preceding the transaction and (B) will be permitted by virtue of its Pro Forma Fixed Charge Coverage Ratio to incur, immediately after giving effect to such transaction, no Default or Event at least $1.00 of Default has occurred and is continuing; and (4) the Company shall have delivered additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion terms of CounselSection 4.09 hereof; provided, each stating that such consolidation, merger or transfer and such supplemental indenture clause (if anyB) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply with respect to any sale, assignment, transfer, conveyance, lease or other disposition merger of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation Subsidiary of the Company Issuer with or into, or a consolidation with, the Issuer, or a merger of Sweetheart Holdings or any Subsidiary of Sweetheart Holdings into one of its Subsidiaries for any purpose or (2) with or into an Affiliate person that has conducted no business and incurred no liabilities solely for the purpose of reincorporating effecting a change in the Company state of incorporation of Sweetheart Holdings, the Issuer or such Subsidiary. The parties to any transaction consummated in another jurisdictionaccordance with this Section 5.01 shall remain subject to the requirements of this Indenture with respect to Change of Control Offers required pursuant to Section 4.15 hereof to the extent such transaction results in a Charge of Control. Sweetheart Holdings and the Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel covering clauses (i), (ii) and (iii) (in the case of clause (iii), to such counsel's knowledge), stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (Aa) the Company such Issuer is the surviving corporationsurvivor; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture and the relevant Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuing; andexists; (4) in the case of a transaction involving the Company shall have delivered to and not Finance Corp., either (a) the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Company or the Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionother than the Company), the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made will, on the date of assets between or among such transaction after giving pro forma effect thereto and any related financing transactions as if the Company same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; or (b) immediately after giving effect to such transaction and its Subsidiaries or (1) any merger or consolidation related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company with or into one the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.immediately before such transaction; and

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers nor the Parent may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer or the Company Parent, as applicable, is the surviving corporationsurvivor), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole, or the Parent and its Restricted Subsidiaries, taken as a whole, as applicable, in one or more related transactions, to another Person, unless: (1) either: : (Aa) such Issuer or the Company Parent, as applicable, is the surviving corporationsurvivor; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes assumes, in the case of an Issuer, all the obligations of such Issuer under the Notes and this Indenture and, in the case of the Parent, all the obligations of the Company Parent under the Securities of such Series and this Indenture and its Note Guarantee, pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists; (4) in the case of a transaction involving the Parent, either (A) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; or (B) immediately after giving effect to such transaction and is continuingany related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Parent immediately before such transaction; and (45) such Issuer or the Company shall have Parent, as applicable, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture. (b) In additionNotwithstanding the restrictions described in Section 5.01(a)(4), any Restricted Subsidiary of the Parent (other than the Issuers) may consolidate with, merge into or dispose of all or part of its properties or assets to the Company or the Parent without complying with the preceding clause (4) 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: (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 and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will notnot be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Notwithstanding anything in this Section 5.01 to the contrary, directly in the event the Company becomes a corporation or indirectlythe Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, lease Finance Corp. may be merged into the Company or the Parent or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (e) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Restricted Subsidiaries or (1) any merger or consolidation of the Company with or into one the Parent, as the case may be, the Capital Stock of its Subsidiaries for any purpose which constitutes all or (2) with substantially all of the properties or into an Affiliate solely for the purpose assets of reincorporating the Company in another jurisdictionor the Parent, as applicable, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company or the Parent, as applicable.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither the Issuer nor the Guarantor will, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)any Person, or (2) sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Guarantor to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the properties Issuer or the Guarantor’s assets of (determined on a consolidated basis for the Company Guarantor and its Subsidiaries taken the Guarantor’s Restricted Subsidiaries) whether as a whole, in one an entirety or more related transactions, substantially as an entirety to another Person, any Person unless: (1) either: (A) in the Company is case of the Issuer, the Issuer shall be the surviving corporation; or (B) or continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) formed by such consolidation or to into which such the Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition has been made is the properties and assets of the Issuer substantially as an entirety (the “Issuer Surviving Entity”) (A) shall be an entity organized or and validly existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; and, and (B) shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if such entity is not a corporationany, a co-obligor interest on all of the Securities is a corporation organized Notes and the performance of every covenant of the Notes and the Indenture on the part of the Issuer to be performed or existing under any such lawsobserved; (2) in the case of the Guarantor, the Guarantor shall be the surviving or continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor) formed by such consolidation or into which the Guarantor is merged or the Person to which such acquires by sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations properties and assets of the Company Guarantor and of the Guarantor’s Restricted Subsidiaries substantially as an entirety (the “Guarantor Surviving Entity”) (A) shall be an entity organized and validly existing under the Securities laws of such Series the United States or any State thereof or the District of Columbia, and this Indenture pursuant to agreements reasonably (B) shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the performance of the Guarantee and every covenant of the Notes and the Indenture on the part of the Guarantor to be performed or observed; (3) immediately before and immediately after giving effect to such transactiontransaction and the assumption contemplated by clause (1)(B) and clause (2)(B) of this ‎Section 5.01‎(a), no Default or Event of Default has shall have occurred and is or be continuing; and (4) the Company Issuer, or the Issuer Surviving Entity and the Guarantor, or the Guarantor Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with this Indenturethe applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied. (b) In additionFor purposes of the provisions of ‎Section 5.01‎(a) hereof, the Company will nottransfer (by lease, directly assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Guarantor, in a single or a series of related transactions, which properties and assets, if held by the Guarantor instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of it the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and its Subsidiaries taken as a whole, in one or more related transactions, to any other Personassets of the Guarantor. (c) 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 its Subsidiaries or Notwithstanding clauses (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or ), (2) and (3) of ‎Section 5.01‎(a) hereof, but subject to the proviso in clause (1)(A) and clause (2)(A) of ‎Section 5.01‎(a), the Issuer and the Guarantor may merge with (x) any of the Wholly Owned Restricted Subsidiaries of the Guarantor, (y) in the case of the Issuer, the Guarantor, or into (z) an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reincorporating reorganizing the Company Issuer or the Guarantor in another jurisdiction. For the avoidance of doubt, following a substitution of the Guarantor for the Issuer with respect to the Notes then outstanding pursuant to Section 5.03 of the Base Indenture, this ‎Section 5.01 shall cease to apply to the Issuer with respect to such Notes. Nothing in this ‎Section 5.01 shall prevent the Guarantor from consummating the substitution pursuant to Section 5.03 of the Base Indenture or prevent the Guarantor or any Restricted Subsidiary from consummating the Guarantor Conversion.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of 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 another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this the Indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;; and (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) exists. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01 will shall not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: : (Aa) the Company is the surviving corporationcorporation or limited liability company; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (1) is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor Columbia and (2) assumes all the obligations of the Securities is a corporation organized or existing Company under any such lawsthe Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (2ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) 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 the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable two-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); (iv) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that such Note Guarantee shall apply to the obligations of the Company under or the Securities of such Series surviving Person in accordance with the Notes and this Indenture pursuant to agreements reasonably satisfactory Indenture, and Co-Issuer Corp., unless it is the other party to the Trustee; (3) immediately after such transactiontransactions in this Section 5.01, no Default or Event of Default has occurred shall have by supplemental indenture confirmed its obligations under this Indenture and is continuingthe Notes; and (4v) the Company shall have delivered delivers to the Trustee an Officers’ Certificate and (attaching the arithmetic computation to demonstrate compliance with clause 5.01(iii)) and, if requested, an Opinion of Counsel, in each case stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply agreement complies with this IndentureSection 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, neither the Company will notnor any Restricted Subsidiary thereof may, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c. Section 5.01(a)(iii) This Section 5.01 will shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionRestricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), Person) or continue in another jurisdiction; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a wholeCompany, in one or more related transactions, to another Person, unless: (1a) either: : (Ai) the Company is the surviving corporationPerson; or or (Bii) the Person (the “Successor Company”) formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity the Person is not a corporationpartnership or limited liability company, a co-obligor of the Securities is a corporation wholly owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture Notes Documents pursuant to a supplemental indenture and other agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent; (3c) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuing; andexists; (4d) either: (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.3(a) hereof; or (ii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.; (bf) In additionto the extent any assets of the Person which is merged, amalgamated or consolidated with or into the Successor Company are assets of the type which would be required to constitute Collateral hereunder and under the Security Documents, the Successor Company will nottake such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien under the Security Documents in the manner and to the extent required in this Indenture or any of the other Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the other Notes Documents and within the time periods required thereby; and (g) the Collateral owned by or transferred to the Successor Company shall: (i) continue to constitute Collateral under this Indenture and the Security Documents, directly (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and (iii) not be subject to any Lien other than Permitted Liens. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or indirectly, lease other disposition of all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to any other Person. be the transfer of all or substantially all of the assets of the Company. Notwithstanding the preceding clauses (c) This and (d) of this Section 5.01 will not apply to any sale4.1, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1x) any merger or consolidation Restricted Subsidiary of the Company with may consolidate with, merge into or into one transfer all or part of its Subsidiaries for properties and assets to the Company or any purpose or Guarantor, and (2y) the Company may merge with or into an Affiliate solely for the purpose of reincorporating or reorganizing the Company in another jurisdictionjurisdiction to realize tax or other benefits. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Security Documents, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, on and interest on the Notes.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNo Issuer shall, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationentity), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuers and its Subsidiaries their Restricted Subsidiaries, taken as a whole, in one or more related transactionstransactions to, to another Person, Person unless: : (1i) either: : (Aa) the Company such Issuer is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) 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, conveyance or other disposition has shall have been made assumes all the obligations of the Company Issuers under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred exists; and is continuing; and (4iv) the Company Issuers or the Person formed by or surviving any such consolidation or merger (if other than the Issuers), or to which such sale, assignment, transfer, conveyance or other disposition shall have delivered been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion Debt to Cash Flow Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Section 4.09 hereof. In addition, the Company will Issuers may not, directly or indirectly, lease all or substantially all of the their properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This . The provisions of this Section 5.01 will shall not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Issuers and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictiontheir Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 corporation), survivor) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (i) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such entity consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and 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 the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will, on the obligations date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the 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 same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company under or the Securities Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4v) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this IndentureIndenture 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) In additionNotwithstanding the restrictions described in Section 5.01(a)(iii) and (iv), (A) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (B) the Company may consolidate or merge with or into a Restricted Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iii) and (iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company is permitted to 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 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 materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v), a reorganization will notnot be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) For purposes of the foregoing, directly the transfer (by lease, assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties and or assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Restricted Subsidiaries or (1) any merger or consolidation of the Company with Company, the Capital Stock of which constitutes all or into one substantially all of its Subsidiaries for any purpose the properties or (2) with assets of the Company, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: : (Aa) the Company is the surviving corporationcorporation or limited liability company; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (1) is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor Columbia and (2) assumes all the obligations of the Securities is a corporation organized or existing Company under any such lawsthe Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (2ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) 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 the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable two-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); (iv) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that such Note Guarantee shall apply to the obligations of the Company under or the Securities of such Series surviving Person in accordance with the Notes and this Indenture pursuant to agreements reasonably satisfactory Indenture, and Co-Issuer Corp., unless it is the other party to the Trustee; (3) immediately after such transactiontransactions in this Section 5.01, no Default or Event of Default has occurred shall have by supplemental indenture confirmed its obligations under this Indenture and is continuingthe Notes; and (4v) the Company shall have delivered delivers to the Trustee an Officers’ ' Certificate and (attaching the arithmetic computation to demonstrate compliance with clause 5.01(iii)) and, if requested, an Opinion of Counsel, in each case stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply agreement complies with this IndentureSection 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In addition, neither the Company will notnor any Restricted Subsidiary thereof may, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c. Section 5.01(a)(iii) This Section 5.01 will shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionRestricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers may, directly or indirectly: , (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either (i) the Company or 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 will, at the time of such transaction immediately after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately prior to such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;transaction; or (3iii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be greater than the Consolidated Net Worth of the Company immediately prior to such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (c) and (d), any Restricted Subsidiary of the Company (other than an Issuer) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company, and the Company will not be required to comply with the preceding clause (e) 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 liability company 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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In additionis considered to be an “includable corporation” of an affiliated group of corporations with the meaning of Section 1504(b)(i) of the Code or any similar state or local law). For purposes of the foregoing, the Company will nottransfer (by lease, directly assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of it and its Subsidiaries taken as a wholethe Company, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation substantially all of the Company with or into one properties and assets of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers may, directly or indirectly: , (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either (i) the Company or 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 will, at the time of such transaction immediately after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately prior to such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;transaction; or (3iii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis, the Consolidated Net Worth of the Company will be greater than the Consolidated Net Worth of the Company immediately prior to such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary of the Company (other than an Issuer) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company, and the Company will not be required to comply with the preceding clause (e) 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 liability company 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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In additionis considered to be an “includable corporation” of an affiliated group of corporations with the meaning of Section 1504(b)(i) of the Code or any similar state or local law). For purposes of the foregoing, the Company will nottransfer (by lease, directly assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of it and its Subsidiaries taken as a wholethe Company, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation substantially all of the Company with or into one properties and assets of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 corporationentity), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Regency Energy Partners and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company such Issuer is the surviving corporationentity; 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 has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as Regency Energy Partners is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving Regency Energy Partners and not Finance Corp., Regency Energy Partners or the Person formed by or surviving any such consolidation or merger (if other than Regency Energy Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will either: (A) be, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and is continuingafter giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, not less than the Fixed Charge Coverage Ratio of Regency Energy Partners immediately prior to such transaction; and (45) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this IndentureIndenture and all conditions precedent therein relating to such transaction have been satisfied; provided that clause (4) shall not apply to any sale of assets of a Restricted Subsidiary to Regency Energy Partners or another Restricted Subsidiary or the merger or consolidation of a Restricted Subsidiary into any Restricted Subsidiary or Regency Energy Partners. (b) In additionNotwithstanding Section 10.01(a) hereof, Regency Energy Partners is permitted to reorganize as any other form of entity in accordance with the Company will notprocedures established in this Indenture; provided that: (1) the reorganization involves the conversion (by merger, directly sale, legal conversion, contribution or indirectlyexchange of assets or otherwise) of Regency Energy Partners 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, lease any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of Regency Energy Partners under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders of Notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered materially adverse to the Holders of Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any similar state or local law). (6) A Guarantor may not sell or otherwise dispose of all or substantially all of the its properties and or assets of it and its Subsidiaries taken as a wholeto, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease consolidate with or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company merge with or into one of its Subsidiaries for any purpose (whether or (2) with not such Guarantor is the surviving Person), another Person, other than Regency Energy Partners or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionGuarantor, except as permitted by Sections 14.04 and 14.05 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) may consolidate or amalgamate with, merge with or into another Person (whether or not the Company is the surviving corporation)into, convert itself into, or (2) sell, assign, transfer, lease, convey or otherwise dispose of (including any such disposition that might be deemed to occur as a result of the conversion of the Company into another form of organization) all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (other than an individual, unless: a government or an agency or political subdivision of a government), but only if (1a) either: either (Ai) the Company is the surviving corporation; or entity or (Bii) the Person formed by or surviving any such consolidation consolidation, amalgamation, merger or merger conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof, or the District of Columbia, the United Kingdom or Bermuda; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation consolidation, amalgamation, merger or merger conversion (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; and (3c) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuing; and (4) exists. If the Company shall have delivered requests the Trustee to enter into any supplemental indenture, or to take any other action, as a result of such consolidation, amalgamation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the Company will also furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the conditions precedent set forth in this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionhave been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of such Issuer under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and (c) immediately after giving effect to such transaction, no Default or Event of Default would occur and be continuing or would result from the transaction. Notwithstanding the 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 Securities of such Series and this the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (34) immediately after such transaction, reorganization no Default or Event of Default has occurred and is continuingexists; and (45) the Company shall have delivered such reorganization is not materially adverse to the Trustee Holders or Beneficial Owners of the Securities (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Securities solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger entity or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers may, directly or indirectly: , (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either (i) the Company or 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 will, at the time of such transaction immediately after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately prior to such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;transaction; or (3iii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis, the Consolidated Net Worth of the Company will be greater than the Consolidated Net Worth of the Company immediately prior to such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (other than an Issuer) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company, and the Company will not be required to comply with the preceding clause (e) 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 liability company 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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In additionis considered to be an “includable corporation” of an affiliated group of corporations with the meaning of Section 1504(b)(i) of the Code or any similar state or local law). For purposes of the foregoing, the Company will nottransfer (by lease, directly assignment, sale or indirectlyotherwise, lease in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of it and its Subsidiaries taken as a wholethe Company, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation substantially all of the Company with or into one properties and assets of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4c) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture. (b) In addition. It shall be understood that the Inergy Propane Acquisition shall not constitute the sale, the Company will notassignment, directly transfer, lease, conveyance or indirectly, lease disposal of all or substantially all of the properties and property or assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation either of the Company with or into one Issuers and, accordingly, the Issuers may consummate the Inergy Propane Acquisition without being subject to the requirements of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionthis Section 5.01.”

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, this Indenture and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable; (c) immediately after such transaction no Default or Event of Default exists; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; (e) the Person formed by or surviving any such consolidation or merger (if other than an Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all has taken such action as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the obligations of Parity Liens in the Company manner and to the extent required under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingNote Documents; and (4f) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and this Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Required Holders; (c) immediately after such transaction no Default or Event of Default exists; (d) in the case of a transaction involving the Company and not Finance Corp., either: (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, 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; or (ii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee Holders an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 Note Documents pursuant to agreements reasonably satisfactory to the Required Holders; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Neither CF Holdings nor the Company shall notwill, directly or indirectly: (1) consolidate or merge with or into another Person Person, other than the Company or CF Holdings, respectively (whether or not CF Holdings or the Company Company, as the case may be, is the surviving corporation), or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company CF Holdings and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1) either: either (Aa) CF Holdings or the Company Company, as the case may be, is the surviving corporation; or (B) the Person survivor formed by or surviving any resulting from such consolidation or merger or (if other than b) the Company) surviving or to which such sale, assignment, transfer, conveyance successor entity is a corporation or other disposition has been made is an entity limited liability company organized or existing under the laws of the United States, any state State of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by surviving or surviving any such consolidation or merger successor entity (if other than CF Holdings or the Company, as the case may be) or the Person person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of CF Holdings or the Company Company, as the case may be, under the Securities of such Series Notes and this Indenture pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee, and shall pursuant to supplements to the Collateral Documents take such action as may be required to assume the obligations of CF Holdings or the Company, as the case may be, thereunder and maintain the perfection of the Liens securing the Collateral; (3) immediately after such completion of the transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company surviving or successor entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such any supplemental indenture (if any) entered into in connection with such transaction comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply and that all conditions precedent in this Indenture relating to any salesuch transaction have been complied with, assignment, transfer, conveyance, lease or other disposition and an Opinion of assets between or among Counsel stating that the Company Notes and its Subsidiaries or (1) any merger or consolidation this Indenture constitute valid and legally binding obligations of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionsurviving entity, as applicable, subject to customary exceptions.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither the Parent nor the Issuer will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Parent or the Issuer is the surviving corporationPerson), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Parent or the Parent and its Subsidiaries taken as a whole or the Issuer or the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company Parent or the Issuer, as the case may be, is the surviving corporationPerson; or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or the Issuer, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity the Person is not a corporation, a co-obligor of the Securities is then a corporation wholly owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or the Issuer, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Parent or the Issuer, as the case may be, under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture or other customary documentation; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; andexists; (4) the Company shall Parent or the Issuer, as the case may be, or the Person formed by or surviving any such consolidation or merger (if other than the Parent or the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Test Period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have delivered had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the applicable Test Period; and (5) the Parent delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply Counsel as to compliance with this Indenture. (b) Section 5.01. In addition, neither the Company will notParent nor the Issuer may, directly or indirectly, lease all or substantially all of the properties and assets of it its and its Subsidiaries taken as a wholerespective Subsidiaries’ properties or assets, in one or more related transactions, to any other Person. (c) . This Section 5.01 will not apply to (1) a merger of the Parent or the Issuer, as the case may be, with an Affiliate solely for the purpose of reforming the Parent or the Issuer, as the case may be, in another jurisdiction or forming a direct or indirect holding company of the Issuer that is a Wholly Owned Subsidiary of the Parent; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Parent, the Issuer and its Subsidiaries or (1) any Restricted Subsidiary of the Issuer, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: Neither of the Issuers may (1x) consolidate or merge with or into another Person (regardless of whether or not the Company such Issuer is the surviving corporationentity), or (2y) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, unless: (1) either: (A) the Company such Issuer is the surviving corporationentity; 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, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to agreements a supplemental indenture or other agreement reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable 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, conveyance, lease or other disposition has occurred and been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is continuingequal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and (45) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and disposition and, if a supplemental indenture is required, such supplemental indenture (if any) indenture, comply with this Indenture. (b) In additionNotwithstanding the restrictions set forth in clause (4) of Section 5.01(a) hereof, any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties or assets to the Company without complying with such clause (4) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a) hereof, the Company is permitted to reorganize as any other form of entity, provided that: (1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and this Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5), a reorganization will notnot be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Internal Revenue Code or any similar state or local law); and (6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, directly each stating that such reorganization, and, if a supplemental indenture or indirectlyother agreement is required, lease such supplemental indenture or other agreement, comply with this Indenture. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of it and its Subsidiaries taken as a whole, in one or more related transactionsRestricted Subsidiaries, which properties or assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to any other Personbe the transfer of all or substantially all of the properties or assets of the Company. (ce) This Section 5.01 will not apply Notwithstanding anything in this Indenture to any salethe contrary, assignment, transfer, conveyance, lease or other disposition of assets between or among in the event that the Company and its Subsidiaries becomes a corporation or (1) any merger or consolidation of the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with or the terms of this Indenture) is a corporation, Finance Corp. may be merged into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionor it may be dissolved and cease to be an Issuer.

Merger, Consolidation or Sale of Assets. (a) The Company Neither the Borrower nor Holdings shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower or Holdings, as applicable, is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: : (Aa) the Company Borrower or Holdings, as applicable, is the surviving corporation; or corporation or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower or Holdings, as applicable) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (1) is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of ColumbiaColumbia and (2) assumes all the obligations of the Borrower or Holdings, as applicable, under this Agreement and the other Credit Documents, as the case may be, pursuant to agreements reasonably satisfactory to the Administrative Agent (including, without limitation, an opinion of counsel); and, if provided that in the case where such entity Person is not a corporation, a co-obligor of the Securities this Agreement is a corporation organized or existing under any such lawscorporation; (2ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (a) the Borrower or Holdings, as applicable, or the Person formed by or surviving any such consolidation or merger (if other than the Company) Borrower or the Person Holdings, as applicable), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, shall be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 9.03(a), or (b) the Consolidated Leverage Ratio for Holdings or such Person, as the case may be, shall not be greater than the Consolidated Leverage Ratio for Holdings immediately prior to such transaction; (iv) each Guarantor, unless such Guarantor is the Person with which the Borrower or Holdings has been made assumes all entered into a transaction under this Section 9.12, shall have confirmed in writing to the Administrative Agent that its Guaranty shall apply to the obligations of the Company under Borrower or the Securities of such Series and surviving Person in accordance with this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingAgreement; and (4v) the Company shall have Borrower or Holdings has delivered to the Trustee Administrative Agent a certificate from an Officers’ Certificate and an Opinion of Counsel, each Authorized Officer stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply disposition complies with this IndentureAgreement. (b) In addition, the Company will Holdings and its Restricted Subsidiaries shall not, directly or indirectly, lease all or substantially all of the properties and or assets of it Holdings and its Restricted Subsidiaries taken considered as a wholeone enterprise, in one or more related transactions, to any other Person. (c) This Section 5.01 will 9.12(a)(iii) shall not apply to (x) any merger, consolidation or sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among Holdings or the Company Borrower and its any of Holdings’ Restricted Subsidiaries or (1y) any a merger of Holdings or consolidation of the Company Borrower with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating Holdings or the Company Borrower in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) will not consolidate or merge with or into another Person any person (whether or not the Company is the surviving corporation), continue in a new jurisdiction or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (Aa) the Company is the surviving corporation; or corporation (B) in the Person formed by or surviving any such consolidation or merger (if other than the Companycase of a merger) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the event of the continuation of the Company in the new jurisdiction, the Company must remain a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (b) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition has will have been made assumes all the obligations of the Company under the Securities of such Series and this Indenture Company, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities, the Registration Agreement and the Indenture; (3c) 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 corporation and such corporation shall have assumed all the obligations of the Company, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Securities, the Registration Agreement and the Indenture; (d) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4e) the Company or such corporation shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidationtransaction and the supplemental indenture, merger or transfer and such supplemental indenture (if any) required, comply with this Indenturethe Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) , consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, Person unless: : (1) either: (Ai) the Company is the surviving corporation; or (B) 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, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series Registration Rights Agreement, the Notes, and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction, no Default or Event of Default has occurred (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; and is continuing; and (4iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this the Indenture. (b) In addition, the . The Company will shall not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This Section 5.01 . The provisions of this covenant will not apply be applicable to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets solely between or among the Company and its Subsidiaries Wholly Owned Subsidiaries. (b) For purposes of this Article 6, the transfer (by assignment, sale or (1otherwise) any merger of all or consolidation substantially all of the Company with properties and assets of one or into one more Subsidiaries, the Company's interest in which constitutes all or substantially all of its Subsidiaries for any purpose the properties and assets of the Company, shall be deemed to be the transfer of all or (2) with or into an Affiliate solely for substantially all of the purpose properties and assets of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (Aa) the Company such Issuer is the surviving corporationsurvivor; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state or territory of the United States or the District of Columbia; andprovided, if such entity however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation so long as the Company is not a corporation, corporation (unless a different Subsidiary of the Company which is a corporation becomes a co-obligor issuer of the Securities is a corporation organized or existing under any such lawsNotes in lieu of Finance Corp.); (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series and Notes, this Indenture and the Security Documents pursuant to agreements a supplement to this Indenture or other agreement expressly assuming such obligations in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) in the case of a transaction involving the Company and not Finance Corp.: (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 has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or (b) immediately after giving effect to such transaction and is continuingany related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (45) the Company shall have has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cSection 5.01(a) This Section 5.01 hereof will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of Capital Stock, properties or assets between or among the Company and its Subsidiaries Restricted Subsidiaries. Notwithstanding the restrictions set forth in Section 5.01(a)(4) hereof, any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or (1) dispose of all or part of its properties and assets to the Company or any merger or consolidation Restricted Subsidiary and the Company may merge with an Affiliate of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating reorganizing the Company in another jurisdictiona state or territory of the United States or the District of Columbia or for the sole purpose of forming or collapsing a holding company structure, in each case, without complying with Section 5.01(a)(4) hereof in connection with any such consolidation, merger or disposition.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation), ; or (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the Issuer’s properties or assets of (determined on a consolidated basis for the Company Issuer and its Subsidiaries taken as a wholeRestricted Subsidiaries), in one or more related transactions, to another Person, unless: (1) either: : (A) the Company Issuer is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (the “Surviving Person”) is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2) the Surviving Person assumes all the obligations of the Issuer under the Notes and this Indenture, pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and (4) immediately after such transaction the Issuer or the Surviving Person will either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; or (B) have a Consolidated Fixed Charge Coverage Ratio of not less than the Consolidated Fixed Charge Coverage Ratio of the Issuer immediately prior to such merger, if such entity sale, assignment, transfer, lease, conveyance or other disposition. The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into the Issuer or (b) a transaction solely for the purpose of and with the effect of reincorporating the Issuer in another jurisdiction and/or forming a holding company to hold all of the Capital Stock of the Issuer or forming an intermediate holding company to hold all of the Capital Stock of the Issuer’s Subsidiaries. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not a the continuing corporation, a co-obligor the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Notes. (b) No Guarantor may, and the Issuer will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless: (1) immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of the Securities is a corporation organized or existing under any such laws;transaction); and (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Guarantor under the Securities of such Series its Subsidiary Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;. The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Guarantor with or into the Issuer or any other Guarantor so long as the Issuer or a Guarantor survives such consolidation or merger or (y) the sale by consolidation or merger of a Guarantor, which sale is not in violation of Section 4.13. (3c) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction specified in (a) or (b) above an Officers’ Officer’s Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, each stating which opinion may contain customary exceptions and qualifications, that such consolidationthe proposed transaction is not in conflict with, merger or transfer and such the supplemental indenture (indenture, if any) comply with , complies with, this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1i) either: : (Aa) the Company is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4iv) the Company shall have delivered or the Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion Fixed Charge Coverage Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Section 4.09 hereof. In addition, the Company will shall not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This . The provisions of this Section 5.01 will shall not apply to any a sale, lease, assignment, transfer, conveyance, lease conveyance or other disposition of assets (including by way of consolidation or merger) between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionWholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)any Person, or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties Company’s assets whether as an entirety or assets of the Company and its Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person, any Person unless: (1) either: (A) the Company is shall be the surviving or continuing corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition has been made is the properties and assets of the Company substantially as an entirety (the “Surviving Entity”): (i) shall be an entity organized or and validly existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; and, if such entity provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Securities notes is a corporation organized corporation; and Table of Contents (ii) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, interest on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or existing under any such laws;observed; and (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company Trustee shall have delivered to the Trustee received an Officers’ Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionmerger, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the applicable provisions of assets between or among this Indenture, (y) after giving effect to such transaction no Default will have occurred and be continuing under the Company Indenture and its Subsidiaries or (1z) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company that all conditions precedent in another jurisdictionthis Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey lease or otherwise dispose transfer in one transaction or a series of all or substantially all of related transactions the properties or consolidated assets of the Company and its Subsidiaries taken substantially as a wholean entirety to any corporation, in one limited liability company, partnership or more related transactions, to another Person, trust organized under the laws of the United States or any of its political subdivisions; unless: (1a) either: : (Ai) the Company is the surviving corporation; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, Columbia (provided that if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger with the Company is not a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes); (if other than b) the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made surviving entity assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after if as a result of such transaction the Notes become convertible into common stock or other securities issued by a third party that is not the successor under the Notes and this Indenture, such third party fully and unconditionally guarantees all obligations of the Company or such successor under the Notes and this Indenture; (d) at the time of such transaction, no Default or Event of Default has occurred shall have happened and is be continuing; and (4e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenturethe provisions herein, have been delivered to the Trustee. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will shall not apply to any a sale, lease, assignment, transfer, conveyance, lease conveyance or other disposition transfer of assets between or among (i) the Company and its Subsidiaries Charter Holdco or (1ii) any merger or consolidation of the Company with or into one and any wholly-owned Subsidiary of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCharter Holdco.

Merger, Consolidation or Sale of Assets. (a) The Company shall Casella may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Casella is the surviving corporation), ; or (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the Xxxxxxx’x properties or assets of the Company (determined on a consolidated basis for Casella and its Subsidiaries taken as a wholeRestricted Subsidiaries), in one or more related transactions, to another Person, unless: (1) either: : (A) the Company Casella is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCasella) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (the “Surviving Person”) is an entity a corporation organized or existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor ; (2) the Surviving Person assumes all the obligations of Casella under all of the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and (4) immediately after such transaction Casella or the Surviving Person will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception. The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into Casella or (b) a transaction solely for the purpose of and with the effect of reincorporating Casella in another jurisdiction and/or forming a holding company to hold all of the Capital Stock of Casella or forming an intermediate holding company to hold all of the Capital Stock of Xxxxxxx’x Subsidiaries. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which Casella is a corporation organized not the continuing corporation, the successor Person formed or existing remaining shall succeed to, and be substituted for, and may exercise every right and power of, Casella and Casella will be discharged from all obligations and covenants under this Indenture and all of the Securities. (b) No Guarantor may, and Casella will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such laws;Guarantor is the surviving Person), another Person unless: (1) immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Guarantor under the Securities of such Series its Subsidiary Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;. The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Guarantor with or into Casella or any other Guarantor so long as Casella or a Guarantor survives such consolidation or merger or (y) a sale of a Guarantor by consolidation or merger. (3c) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered Casella will deliver to the Trustee prior to the consummation of each proposed transaction an Officers’ Officer’s Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, each stating which opinion may contain customary exceptions and qualifications, that such consolidationthe proposed transaction and this supplemental indenture, merger or transfer and such supplemental indenture (if any) , comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) DBS Corp may not consolidate or merge with or into another Person (whether or not the Company DBS Corp is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: Person unless (1a) either: (A) the Company DBS Corp is the surviving corporationPerson or the Person formed by or surviving any such consolidation or merger (if other than DBS Corp) 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 (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyDBS Corp) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity organized or existing assumes all the obligations of DBS Corp, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the laws Notes and this Indenture; (c) immediately after such transaction no Default or Event of the United States, any state of the United States Default exists; and (d) DBS Corp or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) DBS Corp), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all (i) shall have Consolidated Net Worth immediately after the obligations transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of DBS Corp immediately preceding the transaction and (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Company under the Securities applicable four-quarter period, be permitted to incur at least $1.00 of such Series and this Indenture additional Indebtedness pursuant to agreements reasonably satisfactory the Indebtedness to Cash Flow Ratio test set forth in Section 4.9. Notwithstanding the Trustee; foregoing, DBS Corp may merge with another Person if (3a) DBS Corp is the surviving Person; (b) the consideration issued or paid by DBS Corp in such merger consists solely of Equity Interests (other than Disqualified Stock) of DBS Corp; and (c) immediately after giving effect to such transactionmerger, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered DBS Corp's Indebtedness to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Cash Flow Ratio does not exceed DBS Corp's Indebtedness to Cash Flow Ratio immediately prior to such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenturemerger. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Borrower shall not, not directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving corporation), ) or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company Borrower is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities Loans is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Borrower under the Securities of such Series and this Indenture Loan Documents pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) the Company Borrower shall have delivered to the Trustee Administrative Agent an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture. (b) Agreement. In addition, the Company Borrower will not, directly or indirectly, lease all or substantially all of the properties and assets of it the Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cb) This Section 5.01 6.10(a) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and Borrower and/or its Subsidiaries Restricted Subsidiaries. (c) Upon any consolidation or (1) merger, or any merger sale, assignment, transfer, lease, conveyance or consolidation other disposition of all or substantially all of the Company properties or assets of the Borrower in a transaction that is subject to, and that complies with the provisions of, Section 6.10(a), the successor Person formed by such consolidation or into one or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of its Subsidiaries for any purpose such consolidation, merger, sale, assignment, transfer, lease, conveyance or (2other disposition, the provisions of this Agreement referring to the Borrower shall refer instead to the successor Person and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided, however, that the Borrower, if applicable, shall not be relieved from the obligation to pay the principal of, and interest, if any, on the Loan except in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions of, Section 6.10(a) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionhereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1i) either: : (Aa) the Company is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4iv) the Company shall have delivered or the Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion Fixed Charge Coverage Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Section 4.09 hereof. In addition, the Company will shall not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This . The provisions of this Section 5.01 will shall not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionWholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company Borrower or Holdings shall not, directly or indirectly: (1) not consolidate or merge with or into another Person (whether or not the Company Borrower or Holdings, as applicable, is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) . In addition, neither the Company will notBorrower nor Holdings shall, directly or indirectlynor shall either permit any of its Subsidiaries to, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) . This Section 5.01 will 6.03(a) shall not apply to any a consolidation, merger, sale, assignment, transfer, conveyance, lease conveyance or other disposition of properties or assets between or among the Company Borrower and any of its Wholly Owned Subsidiary Guarantors. (b) Neither the Borrower nor Holdings shall, nor shall either permit any of its Subsidiaries to, engage in any Asset Sale (other than any Asset Sale otherwise permitted under clause (a) of this Section) except for, as long as no Default has occurred hereunder, (1) the disposition of assets having a fair market value not to exceed $5,000,000 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 form of cash or Cash Equivalents, (ii) such consideration shall be at least equal to the fair market value of the assets or Equity Interests being issued, sold, transferred, leased or otherwise disposed of, (iii) such fair market value shall be determined in good faith by the Board of Directors of the Borrower and evidenced by a board resolution in an officer’s certificate delivered to 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 this clause (b), each of the following shall be deemed to be cash: (1) any merger liabilities (as shown on the Borrower’s or consolidation any Subsidiary’s most recent balance sheet or in the notes thereto) of the Company with Borrower or into one any 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 its Subsidiaries for any purpose such assets pursuant to a novation agreement that releases the Borrower or such Subsidiary from further liability; and (2) with any securities, notes or other obligations received by the Borrower or any Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into an Affiliate solely for cash (to the purpose extent of reincorporating the Company cash received in another jurisdictionthat conversion) within 30 days of the receipt thereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Company's most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all made, will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Neither the Company shall notnor the Co-Issuer shall, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Company, or the Co-Issuer, as applicable, is the surviving corporation), Person) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: : (A1) the Company or the Co-Issuer, as applicable, is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or the Co-Issuer, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (A) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that, if the Person formed by or surviving such consolidation or merger, or the transferee of such properties or assets, is a limited liability company, then there shall be a Restricted Subsidiary of such Person which shall be a corporation organized in the jurisdictions permitted by this Section 5.01(a)(i) and a co-obligor of the Notes) and (B) assumes all the obligations of the Company or the Co-Issuer, as applicable, under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeTrustee (the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, the “Successor Company”); (3ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and exists; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or the Co-Issuer, as applicable, or the Successor Company (if other than the Company or the Co-Issuer, as applicable), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, shall either (x) be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) or (y) have a Consolidated Leverage Ratio that is continuinglower than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (4iv) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have delivered by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the Trustee an Officers’ Certificate obligations of the Company or the surviving Person in accordance with the Notes and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties and or assets of it the Company and its Restricted Subsidiaries taken considered as a wholeone enterprise, in one or more related transactions, to any other Person. . Section 5.01(a)(ii) and (ciii) This Section 5.01 will shall not apply to (i) any merger, consolidation or sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company or the Co-Issuer, as applicable, and its any of the Company’s Restricted Subsidiaries or (1ii) any merger or consolidation transaction if, in the good faith determination of the Company with or into one Board of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for Directors of the Company, the sole purpose of reincorporating the transaction is to reincorporate the Company or the Co-Issuer, as applicable, in another jurisdictionstate of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor, or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made expressly assumes all the obligations of such Issuer under the Notes, this Indenture and the applicable Registration Rights Agreement pursuant to 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; (d) in the case of a transaction involving the Company and not Finance Corp., either: (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will, on the obligations date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company under or the Securities Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will be equal to or greater than the Fixed Charge Coverage Ratio of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) Company immediately after before such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.Indenture and all conditions precedent therein relating to such transaction have been satisfied. Notwithstanding the 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 and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly meaning of Section 1504(b) of the Code or indirectly, lease any similar state or local law). A Guarantor may not sell or otherwise dispose of all or substantially all of the its properties and or assets of it and its Subsidiaries taken as a wholeto, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease consolidate with or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company merge with or into one (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless the transaction results in either an assumption or release of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionSubsidiary Guarantee as described above under Section 10.04.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer will not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), Person; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the Issuer’s properties or assets of (determined on a consolidated basis for the Company Issuer and its Subsidiaries taken as a whole, Restricted Subsidiaries) in one or more related transactions, transactions to another Person, unless: (1) either: (A) the Company Issuer is the surviving corporationentity; or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided that at any time such Person is a partnership or a limited liability company, if such entity is not a corporation, there shall be a co-obligor issuer of the Securities Notes that is a corporation organized or existing under any such lawsthat also satisfies the requirements of this Section 5.01; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer, as the case may be, under the Securities of such Series and Notes, this Indenture and the Second-Lien Notes Collateral Documents pursuant to agreements reasonably satisfactory to the TrusteeTrustee and delivers to the Trustee an Officers’ Certificate and Opinion of Counsel each stating (in addition to the requirements of Sections 13.02 and 13.03 hereof) that such agreements have been duly authorized, executed and delivered by such successor Person and constitute the valid, binding, enforceable obligation of such successor Person; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) (A) the Company shall have delivered to Issuer or the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionother than the Issuer), the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made would, on the date of assets between or among such transaction after giving pro forma effect thereto and any related financing transactions as if the Company and its Subsidiaries or (1) any merger or consolidation same had occurred at the beginning of the Company with or into one applicable four-quarter period, be permitted to incur at least $1.00 of its Subsidiaries for any purpose or (2additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.hereof; or

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither Issuer will, directly or indirectly: (1i) consolidate or merge with or into or wind up into another Person (whether or not the Company Issuer is the surviving corporation), ) or (2ii) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson or Persons, unless: (1) either: : (Ai) the Company applicable Issuer is the surviving corporationentity; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has shall have been made (A) is an entity a 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 (provided that if such Person is not a corporation, either (x) a corporate Wholly Owned Restricted Subsidiary of such Person organized or existing under the laws of the United States States, any state or territory thereof or the District of Columbia or (y) a corporation of which such Person is a Wholly Owned Restricted Subsidiary organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor issuer of the Securities is Notes or becomes a co-issuer of the Notes in connection therewith, provided further that the Co-Issuer may not consolidate or merge with or into any entity other than a corporation organized or existing under any satisfying such laws; requirements for so long as the Issuer remains a limited liability company) and (2B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer under the Securities of such Series Notes, this Indenture, the Registration Rights Agreement and this Indenture the Security Documents related to the Notes pursuant to agreements reasonably satisfactory to the TrusteeTrustee and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (32) immediately after giving effect to such transaction, transaction no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.exists;

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly and will not permit any Restricted Subsidiary to, in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another any Person (whether other than the consolidation, merger or not amalgamation of a Wholly-Owned Subsidiary with another Wholly-Owned Subsidiary or into the Company is the surviving corporationCompany), or (2) sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Subsidiaries) unless: (i) either (1) the Company, in the case of a transaction involving the Company, or such Restricted Subsidiary, in the case of a transaction involving Restricted Subsidiary, shall be the surviving or continuing corporation or (2) the Person (if other than the Company or such Restricted Subsidiary) formed by such consolidation or into which the Company or such Restricted Subsidiary is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Subsidiaries (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, as primary obligor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and the Indenture on the part of the Company to be performed or observed, in the case of a transaction involving the Company or the performance of every covenant of the Indenture on the part of such Restricted Subsidiary to be performed or observed, in the case of a transaction involving a Restricted Subsidiary; (ii) in the case of a transaction involving the Company immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test of paragraph (a) of Section 4.12; provided that, in determining the "Consolidated Interest Coverage Ratio" of the resulting transferee or Surviving Entity, such ratio shall be calculated as if the transaction (including the Incurrence of any Indebtedness or Acquired Indebtedness) took place on the first day of the applicable Four Quarter Period; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or by continuing; (iv) in the case of a transaction involving the Company, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness Incurred or anticipated to by Incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall have a Consolidated Net Worth which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; (v) in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties Company's assets, the Surviving Entity shall have received the Company's assets as an entirety or assets of the Company virtually as an entirety; and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (Avi) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company Surviving Entity shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) In additionFor purposes of the foregoing, the Company will nottransfer (by sale, directly assignment, transfer, lease, conveyance or indirectlyotherwise, lease in a single transaction or series of related transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of it and its Subsidiaries taken as a wholethe Company, in one shall be deemed to be the transfer of all or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation substantially all of the Company with or into one properties and assets of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) may consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, convert itself into, or (2) sell, assign, transfer, lease, convey or otherwise dispose of (including any such disposition that might be deemed to occur as a result of the conversion of the Company into another form of organization) all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson (other than an individual, unless: a government or an agency or political subdivision of a government), but only if (1) either: (Aa) the Company is the surviving corporationentity; or or (Bb) the Person formed by or surviving any such consolidation consolidation, merger or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger conversion (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; Trustee and either (3A) the Person formed by or surviving any such consolidation, merger or conversion (if other than the Company) 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 or (B) if not organized or existing under the laws of the United States, any state thereof or the District of Columbia, the Person agrees to be subject to the service of process of the laws of the State of New York, and under the laws of its jurisdiction or organization, payments on the Securities would not be subject to withholding tax; and in any event (c) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuing; and (4) exists. If the Company shall have delivered requests the Trustee to enter into any supplemental indenture, or to take any other action, as a result of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the Company will also furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the conditions precedent set forth in this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionhave been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: : (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or ; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1i) either: : (A) the Company is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Securities of such Series Notes, this Exchange Indenture and this Indenture the Preferred Stock Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4iv) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have delivered been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion Fixed Charge Coverage Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) Section 4.09 hereof. In addition, the Company will shall not, directly or indirectly, lease all or substantially all of the properties and or assets of it the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) . This Section 5.01 will shall not apply to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionWholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) The Company An Issuer shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporation), ; or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company any such Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (1) either: : (Aa) the Company an Issuer is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Companyan Issuer) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; andColumbia (such Issuer or Person, if such entity is not a corporationas the case may be, a co-obligor of being herein referred to as the Securities is a corporation organized or existing under any such laws"SUCCESSOR COMPANY"); (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than any of the CompanyIssuers) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company such Issuer under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than any of the Issuers), or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made, and its Restricted Subsidiaries shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a Debt to EBITDA Ratio equal to or greater than the Debt to EBITDA Ratio for the Company shall have delivered and its Restricted Subsidiaries immediately prior to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) transaction. In addition, the Company will an Issuer may not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) This . The provisions of this Section 5.01 will shall not apply be applicable to any a sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company Issuers and its Subsidiaries or (1) any merger or consolidation of Note Guarantor. Notwithstanding the Company foregoing, any Issuer may merge with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate incorporated or organized solely for the purpose of reincorporating the Company or reorganizing such Issuer in another jurisdictionjurisdiction to realize tax or other benefits and may, through merger or otherwise, become a limited liability company; PROVIDED, HOWEVER, that at all times at least one Issuer shall be a corporation duly formed under the laws of the United States or any state thereof or the District of Columbia.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its and the Restricted Subsidiaries' properties or assets of the Company and its Subsidiaries assets, taken as a whole, in one or more related transactions, to another Personcorporation, Person or entity unless: (1) either: (A) the Company is the surviving corporation; or (B) 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 has shall have been made is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) 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 has shall have been made assumes all the obligations of the Company Company's obligations under the Securities of such Series Notes and this Indenture pursuant to agreements a supplemental indenture in form reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4) in the case of the consolidation or merger of the Company shall have delivered to or the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionother than the Company), the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition shall have been made at the time of assets between such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the Reference Period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or among (ii) the Company's Fixed Charge Coverage Ratio, or that of the surviving entity if the Company and its Subsidiaries is not the continuing obligor under this Indenture shall not be less than the Company's Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions. Prior to the consummation of the proposed transaction, the Company will deliver to the Trustee, an Officer's Certificate covering clauses (1) any merger or consolidation through (4) above and an Opinion of the Company with or into one of its Subsidiaries for any purpose or Counsel covering clauses (1) and (2) above, and each stating that the proposed transaction and such supplemental indenture comply with or into an Affiliate solely for the purpose this Indenture. The Trustee shall be entitled to conclusively rely upon such Officer's Certification and Opinion of reincorporating the Company in another jurisdictionCounsel.

Merger, Consolidation or Sale of Assets. (a) The Company shall American Barge will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company American Barge is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a wholeAmerican Barge, in one or more related transactions, to another Person, unless: (1) either: : (Aa) the Company American Barge is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the CompanyAmerican Barge) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation or a limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyAmerican Barge) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company American Barge under the Securities of such Series and Notes, this Indenture pursuant to agreements reasonably satisfactory to and the TrusteeRegistration Rights Agreement; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; (4) [intentionally omitted]; and (45) the Company Issuers shall have delivered to furnished the Trustee an Officers’ Certificate and with an Opinion of Counsel, each Counsel stating that in the opinion of such consolidation, merger or transfer and such supplemental indenture (if anycounsel all conditions precedent set forth in this Section 5.01(a) comply with this Indenturehave been satisfied. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person.[intentionally omitted] (c) This Section 5.01 will not apply to to: (1) a merger of American Barge with an Affiliate solely for the purpose of reincorporating American Barge in another jurisdiction; or (2) any consolidation or merger of either of the Issuers or any Guarantor with or into any other Issuer or Guarantor, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) Issuers and/or any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionGuarantors.”

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; or (ii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingtransactions; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the 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 liability company 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, the Indenture and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includable corporation” of an affiliated group of corporations with the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b)(i) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation), ; or (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the Issuer’s properties or assets of (determined on a consolidated basis for the Company Issuer and its Subsidiaries taken as a wholeRestricted Subsidiaries), in one or more related transactions, to another Person, unless: (1) either: : (A) the Company Issuer is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (the “Surviving Person”) is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2) the Surviving Person assumes all the obligations of the Issuer under the Notes and this Indenture, pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and (4) immediately after such transaction the Issuer or the Surviving Person will either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.10; or (B) have a Consolidated Fixed Charge Coverage Ratio of not less than the Consolidated Fixed Charge Coverage Ratio of the Issuer immediately prior to such merger, if such entity sale, assignment, transfer, lease, conveyance or other disposition. The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into the Issuer or (b) a transaction solely for the purpose of and with the effect of reincorporating the Issuer in another jurisdiction and/or forming a holding company to hold all of the Capital Stock of the Issuer or forming an intermediate holding company to hold all of the Capital Stock of the Issuer’s Subsidiaries. Upon the satisfaction of the Escrow Release Conditions, and upon the execution and delivery of the Escrow Release Date Supplemental Indenture, the Company shall be deemed to be a Surviving Person as described in (a)(1)(B) above. In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the Issuer is not a the continuing corporation, a co-obligor the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants under this Indenture and the Notes. (b) No Guarantor may, and the Issuer will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless: (1) immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of the Securities is a corporation organized or existing under any such laws;transaction); and (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company such Guarantor under the Securities of such Series its Subsidiary Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event . The requirements of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. clause (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will shall not apply to (x) a consolidation or merger of any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company Guarantor with or into one of its Subsidiaries for the Issuer or any purpose other Guarantor so long as the Issuer or a Guarantor survives such consolidation or merger or (2y) with the sale by consolidation or into an Affiliate solely for the purpose merger of reincorporating the Company a Guarantor, which sale is not in another jurisdictionviolation of Section 4.13.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not, directly or indirectly: (1x) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation), ; or (2y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: (A) the Company Issuer is the surviving corporationentity; or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; provided, however, that at all times, a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia must be a co-issuer or the issuer of the Notes if such surviving Person is not a corporation; (3iii) immediately after such transaction, no Default or Event of Default exists; (iv) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance 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 and at the beginning of the applicable four-quarter period: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (B) have a Fixed Charge Coverage Ratio that is continuingequal to or greater than the actual Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction; and (4v) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indenture (indenture, if any) , comply with this Indenture. (b) Indenture and an Opinion of Counsel in a customary form including customary qualifications to the effect that such amendments, supplements or other instruments are enforceable. In addition, the Company will Issuer shall 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. (cb) This Clauses (iii) and (iv) of Section 5.01 will 5.01(a) shall not apply to to: (i) a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer 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 Issuer and its Subsidiaries Subsidiary Guarantors; (iii) the consolidation or merger, or sale, assignment, transfer, conveyance, lease or other disposition of all or part of its assets, by any Restricted Subsidiary to the Issuer or a Subsidiary Guarantor; and (1iv) any merger or consolidation transfers of accounts receivable and related assets of the Company with type specified in the definition of Qualified Receivables Transaction (or into one of its Subsidiaries for any purpose or (2a fractional undivided interest therein) with or into an Affiliate solely for the purpose of reincorporating the Company by a Receivables Subsidiary in another jurisdictiona Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNone of the Issuers may, directly or indirectly: , (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (1) either: either (A) the Company such Issuer is the surviving corporation; or survivor 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 has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, (i) Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity is requirement and (ii) the Company shall not convert (by merger, sale, contribution or exchange of assets or otherwise) into a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of Notes and the other Note Documents to which such Series Issuer is a party, as applicable, and this Indenture all other Issuers and Guarantors confirm and reaffirm all their obligations under the Notes and other Note Documents to which such Issuer or Guarantor is a party pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3) immediately after such transaction, transaction no Default or Event of Default exists; (A) the Company or (if such transaction involves the Company) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (B) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or (if such transaction involves the Company) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has occurred been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; (5) any Collateral owned by or transferred to the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made continues to constitute Collateral under the Note Documents, subject to the Collateral Requirements; (6) the property and assets of the Person which is continuingconsolidated or merged with or into such Issuer, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Issuer shall take such action (or agree to take such action) as may be reasonably necessary to cause such property and assets to be made subject to the perfected Liens, in the manner and to the extent required under the Note Documents; (7) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is engaged in the Oil and Gas Business, except to the extent permitted by Section 4.17; and (4) the Company shall have 8) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture and other Note Documents (if any) comply with this IndentureIndenture and Note Documents. (b) In additionNotwithstanding the restrictions described in Section 5.01(a)(4), any Restricted Subsidiary (other than the Company will notOperating Partnership or Finance Corp.) may consolidate with, directly merge into or indirectly, lease dispose of all or substantially all part of the its properties and assets of it and its Subsidiaries taken as a wholeto the Company or the Operating Partnership without complying with Section 5.01(a)(4) in connection with any such consolidation, in one merger or more related transactions, to any other Persondisposition. (c) This Notwithstanding Section 5.01 will 5.01(a), 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; provided, however, the Company shall not apply convert (by merger, sale, contribution or exchange of assets or otherwise) into a corporation; (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 and other Note Documents pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Agent, as applicable, and all other Issuers and Guarantors confirm and reaffirm all their obligations under the Notes and other Note Documents to which such Issuer or Guarantor is a party pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Agent, as applicable; (4) any Collateral owned by or transferred to the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made continues to constitute Collateral under the Note Documents, subject to the Collateral Requirements (5) immediately after such reorganization no Default or Event of assets between Default exists; and (6) such reorganization is not materially adverse to the Holders or among Beneficial Owners of the Company and its Subsidiaries Notes (for purposes of this clause (6) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (1b) any merger or consolidation is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Company with Code or into one any similar state or local law). (d) For the avoidance of its Subsidiaries for any purpose or doubt, the transactions described under this Section 5.01 will be subject to the prior notice requirements set forth in the Security Documents and Note Documents (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionif any).

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity (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 limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia that has a wholly-owned Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, which corporation becomes a co-obligor issuer of the Securities is Notes pursuant to a corporation organized or existing under any such lawssupplemental indenture duly and validly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) the Company shall have delivered to or the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that Person formed by or surviving any such consolidation, consolidation or merger or transfer and such supplemental indenture (if anyother than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) comply with this Indenture. (b) hereof. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to any other Person. (c) . The Company shall deliver, or cause to be delivered, to the trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. This Section 5.01 will not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of the Guarantors that are not any of the Xxxxxxx Guarantors; or (3) any sale, spin-off or other transfer of either the New Valley Subsidiaries as a whole or DER Holdings and its Subsidiaries as a whole; provided that immediately after giving effect to such sale, spin-off or other transfer, (1i) on a pro forma basis, the Net Leverage Ratio would be no greater than 4.0 to 1.0 and (ii) no Event of Default has occurred and is continuing or would be caused thereby. Notwithstanding anything to the contrary in this Section 5.01, or any merger or consolidation of other provisions in this Indenture (including, without limitation, Section 11.04), the Company shall not consolidate or merge DER Holdings with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionor any of the Xxxxxxx Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1a) either: : (Ai) the Company is the surviving corporation; or or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made made, expressly assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) [intentionally omitted] In addition, the Company will may not, directly or indirectly, lease all or substantially all of the its properties and assets of it and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to any other Person. (c) . This Section 5.01 will shall not apply to any a merger, consolidation, sale, assignment, transfer, conveyance, lease conveyance or other disposition of assets between or among the Company and any of its Subsidiaries or (1) any merger or consolidation Wholly Owned Subsidiaries. For the avoidance of doubt, this covenant also will not apply to sales of the assets or stocks of Subsidiaries that the Company with or into one currently is holding for sale as part of its Subsidiaries strategic plan. The assets or stocks that are part of the strategic plan are specified as discontinued operations or assets held for any purpose or (2) with or into an Affiliate solely for sale on the purpose of reincorporating the Company in another jurisdictionParent Company's December 31, 2001 balance sheet.

Merger, Consolidation or Sale of Assets. (a) The None of the Company nor any Guarantor shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Guarantor is the surviving corporationentity), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactionstransactions to, another Person other than the Company or another Guarantor (other than a sale, assignment, transfer, conveyance or disposition of (i) Collateral not prohibited by this EchoStar New Notes Indenture, (ii) Collateral that is or has been released from the Lien securing the EchoStar New Notes pursuant to another Personthe provisions of this EchoStar New Notes Indenture or the Security Documents or (iii) the Retail Wireless Business (to the extent no Collateral is sold, assigned, transferred, conveyed or otherwise disposed of)) unless: (1) either: (A) the Company or such Guarantor, as applicable, is the surviving corporation; or (B) entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor, as applicable) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity (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 limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor, as applicable) or the Person person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor, as applicable, under this EchoStar New Notes Indenture, the Securities of such Series EchoStar New Notes and this Indenture the Security Documents pursuant to a supplemental indenture and such other agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, as applicable; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingexists; and (4) the Company (with respect to such Guarantor) or, with respect to the Company, the person surviving any such consolidation or merger, or the person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel and Officer’s Certificate in connection therewith each stating that such consolidation, merger merger, sale, assignment, transfer, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) and other agreements comply with the applicable provisions of this EchoStar New Notes Indenture. (b) In addition, the Company will notEchoStar New Notes and the Security Documents. Notwithstanding anything to the contrary in the foregoing, directly no Guarantor shall sell, assign, transfer, convey or indirectly, lease all or substantially all dispose of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, any Collateral to any Affiliate of such Guarantor (other Person. (c) This Section 5.01 will not apply to than another Guarantor or a Spectrum Joint Venture); provided that any sale, assignment, transfer, conveyance, lease conveyance or other disposition disposal of assets between or among any Collateral to a Spectrum Joint Venture (x) shall be made at no less than the Company Appraised Value of such Collateral for cash and its Subsidiaries or (1y) any merger Net Proceeds or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company Specified Net Proceeds resulting therefrom shall be applied as set forth in another jurisdictionSection 4.09 hereof.

Merger, Consolidation or Sale of Assets. (a) The If the Company shall notshall, directly or indirectly: , (1i) merge or consolidate or merge with or into another Person corporation (whether other than a merger or not reorganization involving only a change in the state of incorporation of the Company is or the surviving corporationacquisition by the Company of other businesses where the Company survives as a going concern), or (2ii) sell, assign, transfer, convey or otherwise dispose of sell all or substantially all of the properties Company’s capital stock or assets to any other Person, (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of either the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the Company and its Subsidiaries taken as outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) (each a whole“Fundamental Transaction”), in one or more related transactions, to another Person, unless: then (1) either: (Ai) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws Successor Entity shall assume in writing all of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture Warrant pursuant to written agreements reasonably in form and substance satisfactory to the Trustee; Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock issuable upon exercise of this Warrant (3without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Holder and (ii) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto. In any such case, appropriate adjustment (as reasonably determined by the Company’s Board of Directors) shall be made in the application of the provisions of this Section 2.3 (including provisions with respect to adjustment of the Base Price), as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the request of the Holder delivered before the 90th day after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In additionFundamental Transaction, the Company will not(or the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, directly or indirectlywithin five (5) business days after such request (or, lease all or substantially all if later, on the effective date of the properties and assets of it and its Subsidiaries taken as a wholeFundamental Transaction), cash in one or more related transactions, an amount equal to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation value of the Company with or into one remaining unexercised portion of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for this Warrant on the purpose date of reincorporating such Fundamental Transaction, which value shall be determined by use of the Company in another jurisdictionBlack-Scholes option pricing model.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), Person) or continue in another jurisdiction; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a wholeCompany, in one or more related transactions, to another Person, unless: (1a) either: : (Ai) the Company is the surviving corporationPerson; or or (Bii) the Person (the “Successor Company”) formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity the Person is not a corporationpartnership or limited liability company, a co-obligor of the Securities is a corporation wholly owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and Notes, this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3c) immediately after such transaction, transaction no Default or Event of Default exists; (d) either: (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has occurred been made, will, on the date of such transaction after giving pro forma effect thereto and is continuingto any related financing transactions, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Assets Ratio test set forth in clause (i) of Section 3.3(a); or (ii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis, the Debt to Assets Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or less than the Debt to Assets Ratio of the Company immediately before such transactions; and (4e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture. (b) In addition. For purposes of this covenant, the Company will notsale, directly lease, conveyance, assignment, transfer, or indirectly, lease other disposition of all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactionsSubsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to any other Person. be the transfer of all or substantially all of the assets of the Company. Notwithstanding the preceding clauses (c) This and (d) of this Section 5.01 will not apply to any sale4.1, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1x) any merger or consolidation Restricted Subsidiary of the Company with may consolidate with, merge into or into one transfer all or part of its Subsidiaries for properties and assets to the Company or any purpose or Guarantor, and (2y) the Company may merge with or into an Affiliate solely for the purpose of reincorporating or reorganizing the Company in another jurisdictionjurisdiction to realize tax or other benefits. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Additional Interest, if any, on, the Notes.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers may, directly or indirectly: (1x) consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporationsurvivor), ; or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1i) either: : (A) the Company such Issuer is the surviving corporationentity; or 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 has shall have been made is an entity organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, if such Columbia (provided that GulfTerra Finance may not consolidate or merge with or into any entity is not a corporation, a co-obligor of the Securities is other than a corporation organized or existing under any satisfying such lawsrequirement for so long as the Partnership remains a partnership); (2ii) 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 has shall have been made expressly assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; (iv) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer): (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction; and (4B) shall, on the Company date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); provided, however, that this clause (B) shall have be deemed deleted and no effect after the date on which the Partnership and the Restricted Subsidiaries are no longer subject to the Eliminated Covenants; and (C) has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and and, if a supplemental indenture is required, such supplemental indenture (if any) comply with this IndentureIndenture and all conditions precedent therein relating to such transaction have been satisfied. (b) In additionNotwithstanding Section 5.01(a), the Company will notPartnership 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, directly sale, contribution or indirectlyexchange of assets or otherwise) of the Partnership 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, lease all any state thereof or substantially the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all of the properties obligations of the Partnership under the Notes and assets 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 and its Subsidiaries taken 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 (1) is subject to federal or state income taxation as a whole, in one an entity or more related transactions, (2) 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 other Personsimilar state or local law). (c) This Section 5.01 will (a) shall not apply to a merger or consolidation or any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition of assets between or among the Company Partnership and any of its Subsidiaries Restricted Subsidiaries. (d) No Subsidiary Guarantor may consolidate with or (1) any merger or consolidation of the Company merge with or into one (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, but excluding the Partnership or another Subsidiary Guarantor, unless (i) subject to the provisions of its Subsidiaries for Section 5.01(e), the Person formed by or surviving any purpose such consolidation or merger (2if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to the Subsidiary Guarantor's Guarantee of the Notes and the Indenture pursuant to a supplemental indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. Any Subsidiary Guarantor may be merged or consolidated with or into an Affiliate solely for any one or more Subsidiary Guarantors. (e) In the purpose event of reincorporating a sale or other disposition of all or substantially all of the Company assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all or substantially all of the Equity Interests of any Subsidiary Guarantor, then such Subsidiary Guarantor (in another jurisdictionthe 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 or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Guarantee; provided that the Partnership applies the Net Proceeds of such sale or other disposition in accordance with the provisions set forth under Sections 3.09 and 4.07.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the 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; (d) in the case of a transaction involving the Company and not Finance Corp., either: (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period, 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; (ii) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transaction, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all will be equal to or greater than the obligations Fixed Charge Coverage Ratio of the Company under the Securities of immediately before such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;transaction; or (3iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will not be less than the Consolidated Net Worth of the Company immediately before such transaction, no Default or Event of Default has occurred and is continuing; and (4e) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the 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, the Indenture and the applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Neither the Borrower nor Starwood REIT shall not, directly or indirectly: (1) consolidate or merge with or into another Person or wind up into (whether or not the Company such entity is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: any Person unless (1) either: (Aa) the Company Borrower or Starwood REIT, as the case may be, is the surviving corporationPerson or the Person formed by or surviving any such consolidation or merger (if other than the Borrower or Starwood REIT) 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, the District of Columbia, or any territory thereof; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) Borrower or to which such sale, assignment, transfer, conveyance or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyStarwood REIT) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company Borrower and Starwood REIT under the Securities of such Series and this Indenture Agreement pursuant to agreements a supplemental agreement or other documents or instruments in form reasonably satisfactory to the Trustee; Required Lenders; (3c) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4d) such transaction will not result in the loss or suspension or material impairment of any material Gaming License; (e) the Company shall have delivered Borrower or Starwood REIT or any Person formed by or surviving any such consolidation or merger, or to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that which such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyancelease, lease conveyance or other disposition shall have been made shall, at the time of assets between or among such transaction and after giving pro forma effect thereto as if such transaction had occurred at the Company and its Subsidiaries or beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the clauses (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or and (2) (but not clause (3)) of first paragraph of Section 5.9; and (f) such transactions would not require any Lender (other than any Person acquiring the Borrower or Starwood REIT or their assets or any Affiliate thereof) to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction; provided, that such Lender would not have been required to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction in the absence of such transactions. Notwithstanding the foregoing, the Borrower and Starwood REIT or Starwood REIT and Newco may consolidate or merge with or wind up into an Affiliate solely for each other without meeting the purpose of reincorporating the Company requirements set forth in another jurisdictionclause (e) above.

Merger, Consolidation or Sale of Assets. (a) The In the event that the Company shall notbe a party to any transaction (including without limitation (i) any recapitalization or reclassification of the Common Stock (other than a change in par value, directly or indirectly: from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (1ii) consolidate any consolidation of the Company with, or merge with or into merger of the Company into, any other Person, any merger of another Person (whether or not into the Company is (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the surviving corporationCompany), (iii) any sale or (2) sell, assign, transfer, convey or otherwise dispose transfer of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a wholeor (iv) any compulsory share exchange) pursuant to which either shares of Common Stock shall be converted into the right to receive other securities, cash or other property, or, in one or more related transactions, to another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws case of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger sale or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease of all or substantially all of the properties and assets of it the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Convertible Debenture then outstanding shall have the right thereafter to convert such Convertible Debenture only into: (A) in the case of any such transaction that does not constitute a Common Stock Fundamental Change and its Subsidiaries taken subject to funds being legally available for such purpose (B) in the case of any such transaction that constitutes a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a wholeresult of such Common Stock Fundamental Change in an amount determined in accordance with clause (ii) of subsection (c) of this Section 6.4. (b) The company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall make provision in one its certificate or more related transactionsarticles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to any the effective date of such certificate or articles of incorporation or other Personconstituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article VI. The above provisions shall similarly apply to successive transactions of the foregoing type. (c) This Notwithstanding any other provision of this Section 5.01 6.4 to the contrary, if any Fundamental Change occurs, then the Conversion Price in effect will not apply be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Convertible Debentures immediately following such Non-Stock Fundamental Change shall be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any saleother prior adjustments effected pursuant Section 6.3, assignment, transfer, conveyance, lease or other disposition and (B) the product of assets between or among the Company and its Subsidiaries or (1) any merger or consolidation the greater of the Company with or into one of its Subsidiaries for any purpose or Applicable Price and the then applicable Reference Market Price and (2) with or into an Affiliate solely a fraction, the numerator of which is $50 and the denominator of which is (x) the amount of the Optional Redemption Price set forth in Section 3.1 for $50 in principal amount of Convertible Debentures if the redemption date were the date of such Non-Stock Fundamental Change (or, for the purpose twelve-month periods commencing November 1, 1997, November 1, 1998 and November 1, 1999, the product of reincorporating 105.0%, 104.5%, and 104.0% respectively, times $50) plus (y) any then-accrued and unpaid interest on $50 principal amount of Convertible Debentures; and (ii) in the Company case of a Common Stock Fundamental Change, the Conversion Price of the Convertible Debentures immediately following such Common Stock Fundamental Change shall be the Conversion Price in another jurisdiction.effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to Section 6.3, multiplied by a fraction, the numerator of which is the Purchaser Stock Price and the denominator of which is the Applicable Price; provided, however,

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither the Issuer nor any Guarantor will consolidate with, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets of the Company and its Subsidiaries taken substantially as a whole, an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Person, merge with or into the Issuer or such Guarantor unless: (1) either: (Aa) the Company is Issuer or such Guarantor shall be the surviving corporation; or (B) continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer or such Guarantor) formed by such consolidation or to into which the Issuer or such sale, assignment, transfer, conveyance Guarantor is merged or other disposition has been made is an entity that acquired or leased such property and its assets shall be a corporation organized or and validly existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; andColumbia (or in the case of a Guarantor, if such entity is not a corporation, a co-obligor partnership, limited liability company or similar entity organized and validly existing under the laws of the Securities is a corporation organized or existing jurisdiction under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleGuarantor was organized) and shall expressly assume, assignmentby a supplemental indenture, transferexecuted and delivered to the Trustee, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series and this Indenture pursuant to agreements in form reasonably satisfactory to the Trustee, all of the obligations of the Issuer or such Guarantor under the Securities (including any supplemental indentures establishing the terms of such Securities), the Note Guarantee, this Indenture and any Registration Rights Agreement, as applicable; provided that this clause (a) shall not apply with respect to a Guarantor whose Note Guarantee is released as described in Section 9.04 hereof; (3b) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (4c) the Company shall have delivered Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer other deposition and such supplemental indenture (if any) comply complies with this IndentureSection 5.01. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of 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 another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, provided that if such entity is not a corporation, a co-obligor of the Securities Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any such lawsstate of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this the Indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;; and (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) exists. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries the Guarantors taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will shall not apply to to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and (2) any sale, transfer, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries or (1) any Subsidiaries, including by way of merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionconsolidation.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither of the Issuers nor the Guarantor may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer, or the Company Guarantor, as the case may be, is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person, ; unless: (1) either: : (Aa) such Issuer, or the Company Guarantor, as the case may be, is the surviving corporation; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than such Issuer, or the CompanyGuarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; and, Columbia (provided that if the Person formed by or surviving any such entity consolidation or merger with either Issuer is not a limited liability company or other Person other than a corporation, a corporate co-issuer shall also be an obligor of with respect to the Securities is a corporation organized or existing under any such lawsNotes); (2) the Person formed by or surviving any such consolidation or merger (if other than the Company, or the Guarantor, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Company, or the Guarantor, as the case may be, under the Securities Notes in the case of such Series the Company, or under the Guarantee, in the case of the Guarantor, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default has occurred and is continuingexists; and (4) the Company shall have delivered Company, or the Guarantor, as the case may be, or the Person formed by or surviving any such consolidation or merger (if other than the Company, or the Guarantor, as the case may be) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee an Officers’ Certificate and an Opinion Leverage Ratio test set forth in the first paragraph of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Subsidiaries 4.10 or (1B) any have a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately prior to such consolidation or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionmerger.

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: : (Aa) the Company such Issuer is the surviving corporationsurvivor; or or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company such Issuer under the Securities of such Series Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, transaction no Default or Event of Default exists; (4) in the case of a transaction involving the Company and 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 has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; or (b) immediately after giving effect to such transaction and is continuingany related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (45) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture. (b) In additionNotwithstanding the restrictions described in Section 5.01(a)(4), any Restricted Subsidiary (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 (4) in connection with any such consolidation, merger or disposition. (c) 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 and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will notnot be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Notwithstanding anything herein to the contrary, directly in the event the Company becomes a corporation or indirectlythe Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, lease Finance Corp. may be merged into the Company or it may be dissolved in accordance with this Indenture and cease to be an Issuer. (e) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) 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 its Restricted Subsidiaries or (1) any merger or consolidation of the Company with Company, the Capital Stock of which constitutes all or into one substantially all of its Subsidiaries for any purpose the properties or (2) with assets of the Company, shall be deemed to be the transfer of all or into an Affiliate solely for substantially all of the purpose properties or assets of reincorporating the Company in another jurisdictionCompany.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) directly or indirectly, sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1a) either: (A1) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;. (3) immediately after such transaction, no Default or Event of Default has occurred and is continuing; and (4b) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) . 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 its Subsidiaries the Restricted Subsidiaries. The Person formed by or surviving any such consolidation or merger (1if other than the Company) any merger or consolidation of the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the Company, except in another jurisdictionthe case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.”

Merger, Consolidation or Sale of Assets. (a) The Company shall notNeither 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 the its properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person, unless: (a) either (1) either: (A) the Company such Issuer is the surviving corporation; or survivor or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; andprovided, if however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such entity requirement so long as the Company is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such laws; (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, this Indenture and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable; (c) immediately after such transaction no Default or Event of Default exists; (d) in the case of a transaction involving the Company and not Finance Corp., either; (i) the Company or 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 will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, 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 55 (ii) 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’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; (e) the Person formed by or surviving any such consolidation or merger (if other than an Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all has taken such action as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to continue to constitute Collateral and to be subject to the obligations of Parity Liens in the Company manner and to the extent required under the Securities of such Series and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default has occurred and is continuingNote Documents; and (4f) the Company shall have such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) comply with this Indenture.. Notwithstanding the restrictions described in the foregoing clause (d), any Restricted Subsidiary (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 and the other Note Documents pursuant to agreements reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default or Event of Default exists; and (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) In addition, is considered to be an “includible corporation” of an affiliated group of corporations within the Company will not, directly or indirectly, lease all or substantially all meaning of Section 1504(b) of the properties and assets of it and its Subsidiaries taken as a whole, in one Code or more related transactions, to any other Personsimilar state or local law). (c) 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 its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporation), ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (1i) either: : (A) the Company Issuer is the surviving corporation; or or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has 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; and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under any such lawsPermitted Jurisdiction; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes by a Supplemental Indenture entered into with the Trustee, all the obligations of the Company Issuer under the Securities of such Series Notes and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3iii) immediately after such transaction, no Default or Event of Default has occurred and is continuing; (iv) the Issuer, or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a); and (4v) the Company shall have delivered Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and and, in the case in which a Supplemental Indenture or other documentation is entered into, such supplemental indenture (if any) Supplemental Indenture or other documentation, comply with this Indenture. Section 5.01 and that all conditions precedent provided for in this Indenture and the Security Documents, if any, relating to such transaction have been complied with. Clauses (biii) In additionand (iv) of this Section 5.01(a) shall not apply to any sale, the Company will notassignment, directly or indirectlytransfer, conveyance, lease or other disposition of all or substantially all of the properties assets or merger or consolidation of the Issuer, as applicable, with or into the Issuer or a Guarantor and assets clause (iv) of it and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (cthis Section 5.01(a) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets between or among the Company and its Subsidiaries or (1) any merger or consolidation of the Company with or into one of its Subsidiaries for any purpose or (2) Issuer with or into an Affiliate solely for the purpose of (i) reincorporating the Company Issuer in another jurisdictionjurisdiction for tax reasons and/or (ii) converting into a corporation, partnership or limited liability company. (b) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture as provided in Section 10.03) shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default is continuing; (ii) either: (A) the person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture, if applicable, and the Security Documents to which the Guarantor is a party, pursuant to a Supplemental Indenture, joinder or other reasonably necessary documentation and, to the extent such Guarantor is a Chargor or an All-Assets Grantor, such person becomes a Chargor or an All-Assets Grantor, as applicable; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture; and (iii) the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a Supplemental Indenture, joinder or other documentation is entered into, such Supplemental Indenture, joinder or other documentation, comply with this Section 5.01 and that all conditions precedent provided for in this Indenture and the Security Documents, if any, relating to such transaction have been complied with. (c) Notwithstanding the provisions of Section 5.01(b), (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Permitted Jurisdiction and (2) a Guarantor may merge, amalgamate or consolidate with the Issuer or another Guarantor; provided that if the merging, amalgamating or consolidating Guarantor is an All-Assets Grantor or a Chargor, such surviving Person shall also be, or shall become, an All-Assets Grantor or a Chargor, as applicable.