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

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: a(1) either: (A) the Company shall be the surviving Person or continuing corporation; or (B) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be a corporation or limited liability company an entity organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia; b) ; provided that in the case where the Surviving Person Entity is not a corporation, a co-obligor of the Notes is a corporation; and (if other than the Companyii) shall expressly assumesassume, by supplemental indenture (in form reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due performance of every covenant of the Notes and punctual performance and observance the Indenture on the part of all the covenants and conditions of this Indenture Company to be performed by the Companyor observed; c(2) immediately before and immediately after giving effect to such transaction or series and the assumption contemplated by clause (1)(B)(ii) of related transactionsthis Section 5.01(a), no Default or Event of Default shall have occurred and or be continuing; and d(3) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto comply such supplemental indenture complies with this Section 4.01 the applicable provisions of the Indenture and that all conditions precedent in this the Indenture relating to such transaction have been complied withsatisfied. (b) For purposes of the provisions of Section 5.01(a) hereof, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding clauses (1) and (2) of Section 5.01(a) hereof, but subject to the proviso in clause (1)(B)(i) of Section 5.01(a), the Company may merge with (x) any of its Wholly Owned Restricted Subsidiaries or (y) an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction. For the avoidance of doubt, nothing in this Section 5.01 shall prevent the Company or a Restricted Subsidiary from consummating the Company Conversion.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: a(1) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(3) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture and constitutes the legal, valid and binding obligation of the Company or the Surviving Entity, enforceable against it in accordance with its terms. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to lease) be delivered, to the Trustee, an Officer’s Certificate discharged from all obligations and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in covenants under this Indenture relating to such transaction have been complied withand any Securities issued hereunder, and may be liquidated and dissolved.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. The Surviving Person (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under the Notes and the Indenture.

Merger, Consolidation or Sale of Assets. The Company shall not will not, directly or indirectly: (1) consolidate, amalgamate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company is the surviving corporation), convert into the Companyanother form of entity or continue in another jurisdiction; or (2) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property properties or assets, in one or more related transactions, to another Person, unless: (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of 1) either: (a) the Company is the surviving corporation; or its Subsidiaries shall not be deemed to be (b) the Person (the “Successor Company”) formed by or surviving any such consolidation, amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or disposition) in one transaction other disposition has been made is a corporation, limited liability company or series limited partnership organized or existing under the laws of related transactions unless:the United States, any state of the United States or the District of Columbia; a(2) the Company shall be the Person formed by or surviving Person (the “Surviving Person”) any such conversion, consolidation, amalgamation or the Surviving Person merger (if other than the Company) formed by such merger or consolidation or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition is has been made shall be a corporation or limited liability company organized and existing assumes all the obligations of the Company under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by Securities and this Indenture pursuant to a supplemental indenture in form and other agreements reasonably satisfactory to the Trustee; provided that, executed and delivered unless such Person is a corporation, a corporate co-issuer of the Securities will be added to this Indenture by agreements reasonably satisfactory to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;Trustee; and c(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall have occurred be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will succeed to, and be continuing; and d) substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a merger where the Surviving Person is other than the Companylease of all or substantially all its assets, the Company shall deliverwill not be released from the obligation to pay the principal of, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenturepremium, if any, in respect thereto comply with this Section 4.01 on and that all conditions precedent in this Indenture relating to such transaction have been complied withinterest and Additional Amounts, if any, on the Securities.

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Restricted Subsidiaries) to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionPerson unless (i) in one transaction or series of related transactions unless: either: (a) the Company shall be the surviving Person or continuing corporation; or (b) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; b; and (y) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably and substance satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due performance of every covenant and punctual performance and observance all obligations of all the covenants and conditions of Company under the Notes, this Indenture and the Registration Rights Agreement to be performed by or observed on the part of the Company; c; (ii) immediately before except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of related transactionssuch transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof, (iii) except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; and dand (iv) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets (i) between or among the Company and its Restricted Subsidiaries, (ii) between and among Foreign Subsidiaries that are Restricted Subsidiaries or (iii) from Foreign Subsidiaries to the Company or a Guarantor will not be subject to this Section 5.01. Notwithstanding anything in this Section 5.01 to the contrary, the merger of PP Acquisition Corporation with and into Polypore, Inc. on the Issue Date shall be permitted under this Indenture without complying with the requirements of this Section 5.01.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign, convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: a(1) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(3) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of transactions and any supplement hereto complies with the terms of this Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Company’s assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Surviving Person is other than the Companyforegoing, the Company shall deliver, may merge or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply consolidate into or with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withany Subsidiary.

Merger, Consolidation or Sale of Assets. Section 801 of the Base Indenture shall not apply to the Notes. The provisions set forth in this Section 5.1 shall, with respect to the Notes, supersede in their entirety Section 801 of the Base Indenture, and all references in the Base Indenture to Section 801 shall, with respect to the Notes, be deemed to be references to this Section 5.1. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this the Indenture to be performed by the Company; (c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default default or Event of Default shall have occurred and be continuing; and (d) in the case of a merger or consolidation where the Surviving Person is other than the Company or such a sale, transfer, lease, conveyance or disposition, the Company, the Company Surviving Person or the entity (if other than the Company) to which such sale, transfer, lease, conveyance or disposition is made, shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 5.1 and that all conditions precedent in this the Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not merge not, in a single transaction or through a series of related transactions, (1) consolidate with or into combine with or merge with or into, directly or indirectly, any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or Persons or sell, assign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), transfer, lease, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of consolidated assets pursuant to any secured debt instrument of the Company and its Subsidiaries, taken as a whole, to any Person or its Subsidiaries shall not be deemed Persons, or (2) permit any other Person or Persons to be any such saleconsolidate with, transfercombine with or merge into the Company, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) either (i) the Company shall be the successor or surviving Person or (ii) if the Company is not the successor or surviving Person, then the surviving Person formed by such consolidation or combination or into which the Company is merged or the Person to which the Company’s properties and assets are so sold, assigned, transferred, leased or otherwise disposed of (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia; b) , on condition that the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed Entity shall execute and delivered deliver to the Trustee by such Surviving Person, the due and punctual payment a supplemental indenture expressly assuming all of the principal of, Company’s obligations under the Securities and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(3) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each Counsel stating that such the transaction or series of related transactions and the supplemental indenture, if any, complies with the terms of this Indenture. Upon any such consolidation, combination, merger, sale, assignment, transfer, lease or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, in respect thereto comply accordance with this Section 4.01 the terms hereof, (x) the Surviving Entity shall succeed to, and that all conditions precedent in be substituted for the Company, and may exercise every right and power of the Company under this Indenture relating to with the same effect as if such transaction have Surviving Entity had been complied withnamed as the Company and (y) the Company shall (except in the case of any such lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to Property in any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbiaterritory thereof; (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 5.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction have been complied withwith and an opinion of counsel stating that the supplemental indenture, if any, constitutes the legal, valid and binding obligation of the Surviving Person. For the purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all the Property of one or more Subsidiaries of the Company, which Property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the Property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the Property of the Company.”

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) corporation or sell, assign, transfer, lease, convey lease or otherwise dispose of convey all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of or assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such salePerson, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) either the Company shall be is the surviving Person (the “Surviving Person”) continuing corporation, or the Surviving successor Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any or a state thereof or and such corporation expressly assumes the District due and punctual payment of Columbia; b) the Surviving Person principal of (and premium, if other than any), interest, if any, all the Company) expressly assumesNotes and any coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Personcorporation; (2) each Guarantor, by supplemental indenture, confirms that their Guarantee shall apply to the due surviving entity’s obligations under the Notes and punctual payment of the principal ofthis Indenture, as modified by such supplemental indenture, and premium, if any, and interest on, all the Notes Outstanding, and confirms the due and punctual performance of the Guarantee and observance of all the covenants of the Guarantor in this Indenture; and (3) immediately after such merger or consolidation, or such sale or conveyance, no Event of Default has occurred and conditions is continuing. For purposes of this Indenture Section 5.01, any sale, assignment, transfer, lease or other conveyance or conveyance of the properties and assets of one or more Significant Subsidiaries (other than to be performed the Company or another Subsidiary), which, if such assets were owned by the Company; c) immediately before and immediately after giving effect to such transaction , would constitute all or series substantially all of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company’s properties and assets, the Company shall deliver, or cause will be deemed to be delivered, to the Trustee, an Officertransfer of all or substantially all of the Company’s Certificate properties and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withassets.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company or such Surviving Person shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. The Surviving Person (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under the Notes and the Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall not merge Issuers. Neither Issuer will, in any transaction or series of related transactions, consolidate with or merge with or into (whether or not such Issuer survives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any other Person (other than a merger of a wholly owned Restricted Subsidiary of the Company into the Company) or such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of of) all or substantially all of its property (provided thatand assets whether as an entirety or substantially as an entirety, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of Person, unless: (i) either: (A) if the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company is a consolidation of an Issuer with or a merger of an Issuer with or into any other Person, such Issuer shall be the surviving Person of such merger or consolidation; or (B) the “Surviving Person”) Person formed by any consolidation or the Surviving Person merger with or into an Issuer (if other than the Company) formed by such merger or consolidation an Issuer), or to which such saleall or substantially all of the properties and assets of an Issuer and its Restricted Subsidiaries, transfertaken as a whole, leaseas the case may be, conveyance are sold, assigned, conveyed, transferred, leased or disposition is made otherwise disposed of shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b, and such Person shall expressly assume by (x) the Surviving Person (if other than the Company) expressly assumes, by a supplemental indenture executed and delivered by such Person and each Guarantor and delivered to the Trustee, substantially in the form of Exhibit B, all of the obligations of such Issuer under the Notes, this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and effect and (y) by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the TrusteeTrustee and the Collateral Agent), executed and delivered by such Person and each Guarantor and delivered to the Trustee Trustee, all obligations of such Issuer under the Collateral Documents, and in connection therewith shall cause such instrument to be filed and recorded in such jurisdictions and take such other action as may be required by such Surviving Person, applicable law to perfect or continue the due and punctual payment perfection of the principal of, and premium, if any, and interest on, all Lien created under the Notes Outstanding, and Collateral Documents on the due and punctual performance and observance of all Collateral owned by or transferred to the covenants and conditions of this Indenture to be performed by the Company;surviving entity; and c(ii) immediately before and immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and d(iii) in at the case time of a merger where such transaction and after giving pro forma effect thereto as if such transaction had occurred at the Surviving Person is other than beginning of the Companyapplicable period (but without giving effect to the costs and expenses of such transaction), the Company continuing Issuer or the successor entity to an Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.05(a), provided, however, that solely for purposes of this clause (iii), such Fixed Charge Coverage Ratio shall be at least 1.50 to 1.0. The foregoing requirements of Section 5.01(a) shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary to any Guarantor, or the consolidation or merger of any Subsidiary with or into any other Guarantor or an Issuer. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 5.01(a), such Issuer shall deliver, or cause to be delivered, to the TrusteeTrustee an Officers’ Certificate stating that such consolidation, an Officer’s Certificate merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel, each stating that Counsel to the same effect. Each such transaction and Officers’ Certificate shall set forth the supplemental indenture, if any, in respect thereto comply manner of determination of such Issuer’s compliance with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with5.01(a)(iii).

Merger, Consolidation or Sale of Assets. (a) Except in connection with a Permitted Restructuring in compliance with the provisions of Section 4.2, neither Holdings nor the Company will, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Holdings or the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) Holdings or the Company, as the case may be, is the surviving entity or corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or Holdings) or to which such sale, assignment, transfer, conveyance or other disposition has been made (such entity, in the case of the Company, the “Successor Company” and, in the case of Holdings, the “Successor Person”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia (provided that, in the case of the Company, if the Successor Company is not a corporation, the Successor Company shall be required to cause a subsidiary of the Successor Company that is a corporation to be a co-obligor under the Notes); (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or Holdings) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or Holdings, as applicable, under the Notes, the Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company or the Successor Person, as the case may be, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company, Holdings or the Person formed by or surviving any such consolidation or merger (if other than the Company or Holdings), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a) hereof, or (B) would have a Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio immediately prior to such transaction; (5) each Guarantor (unless the Company is the surviving corporation, or unless such Guarantor is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (6) the Company (or, if applicable, the Successor Company) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; (7) the Collateral transferred to the Successor Company or the Successor Person, as the case may be, will (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to the Lien in favor of the Trustee for the benefit of the Holders of the Notes, and (C) not be subject to any Lien, other than Liens permitted by the terms of this Indenture; and (8) to the extent that the assets of the Person which is merged or consolidated with or into the Successor Company or the Successor Person, as the case may be, are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Company or the Successor Person, as applicable, will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. In addition, neither the Company nor Holdings will, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person other than in compliance with this Section 4.1. The foregoing clauses (3) and (4) of this Section 4.1(a) will not apply to: (1) a merger of Holdings or the Company with an Affiliate solely for the purpose of reincorporating Holdings or the Company in another jurisdiction to realize tax or other benefits; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the Guarantor. (b) The Company shall will not merge or permit any Guarantor to consolidate with or merge with or into any other Person or wind up into (other than a merger of a wholly owned Subsidiary of whether or not the Company into Guarantor is the Company) surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided thatproperties and assets, for the avoidance of doubtin one or more related transactions, a pledge of assets pursuant to any secured debt instrument of Person (other than to the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionanother Guarantor) in one transaction or series of related transactions unless: a(1) if such entity remains a Guarantor, (A) the Company shall be the resulting, surviving or transferee Person (the “Surviving PersonSuccessor Guarantor”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any state thereof or State of the United States, the District of Columbia; bColumbia or any other territory thereof; (B) the Surviving Person (Successor Guarantor, if other than the Company) such Guarantor, expressly assumes, assumes in writing by supplemental indenture in form reasonably satisfactory to the Trustee(and other applicable documents), executed and delivered to the Trustee by such Surviving PersonTrustee, in form satisfactory to the due and punctual payment of the principal of, and premium, if any, and interest onTrustee, all the Notes Outstandingobligations of such Guarantor under the Note Guarantee, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the due and punctual performance and observance of all Lien on the covenants and conditions of this Indenture Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be performed required to perfect any security interests in such Collateral which may be perfected by the Company; cfiling of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (C) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or series any Restricted Subsidiary as a result of related transactionssuch transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and dand (D) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, will have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Indenture; and (2) the transaction is made in compliance with Section 4.01 3.5 hereof to the extent applicable. Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and that assets to another Guarantor or the Company or merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (c) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all conditions precedent in or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) The Company, Holdings and a Guarantor, as the case may be, will be released from its obligations under this Indenture relating and the Successor Company, the Successor Person and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company, Holdings or a Guarantor, as the case may be, under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to such transaction have been complied withpay the principal of and interest on the Notes and a Guarantor will not be released from its obligations under its Note Guarantee. In addition, following a Permitted Restructuring in compliance with the provisions of Section 4.2, Holdings will be released from its obligations under this Indenture and New Holding Company will succeed to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture, the Collateral Documents and the Intercreditor Agreement.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and (d) in the case of a merger where the Surviving Person is other than the CompanyCompany or a sale, transfer, lease, conveyance or disposition, the Company Surviving Person shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbiaterritory thereof; (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 8.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. For the purposes of this Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.”

Merger, Consolidation or Sale of Assets. The Company shall not merge or not: (1) consolidate with or merge with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Companysurviving corporation); or (2) directly or indirectly, sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its and the Restricted Subsidiaries shall not be deemed to be any such saletaken as a whole, transfer, lease, conveyance or disposition) in one transaction or series of more related transactions transactions, to another Person, unless: (a) either: (1) the Company shall be is the surviving corporation; or (2) the Person (the “Surviving Person”) formed by or the Surviving Person surviving any such consolidation or merger (if other than the Company) formed by such merger or consolidation or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition is has been made shall be a corporation or limited liability company organized and existing assumes all the obligations of the Company under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee, executed and ; and (b) the Company shall have delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Indenture. This Section 4.01 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and that all conditions precedent the Restricted Subsidiaries. The Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the Company, except in this Indenture relating the case of a lease, shall be released from the obligation to such transaction have been complied withpay the principal of and interest on the Notes.”

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Company) surviving corporation), or sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company and its Restricted Subsidiaries taken as a whole, in one or its Subsidiaries shall not be deemed more related transactions, to be another Person unless (i) (A) the Company is the surviving corporation, limited liability company, business trust or limited partnership; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company other disposition shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such salehave been made is a corporation, transferlimited liability company, lease, conveyance or disposition is made shall be a corporation business trust or limited liability company partnership organized and or existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; b; provided that in the case of (A) or (B) above, if the surviving Person is a limited liability company, business trust or limited partnership, a corporation which is Wholly Owned Subsidiary of the surviving Person shall act as joint and several obligor with respect to the Notes; (ii) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company) expressly assumesor the Person to which such sale, by supplemental indenture in form assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c; (iii) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred exists; and be continuing; and d(iv) in the case of a Company or the Person formed by or surviving any such consolidation or merger where the Surviving Person is (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made: (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shall deliver, or cause to be delivered, immediately preceding the transaction; and (B) on the date of the transaction and after giving pro forma effect to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and any related financing transactions as if they had occurred at the supplemental indenturebeginning of the applicable four-quarter period, if anywill 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. 5.01 will not apply to a sale, in respect thereto comply with this Section 4.01 assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries that all conditions precedent in this Indenture relating to such transaction have been complied withare not Unrestricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, in a single transaction or through a series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or, directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided thatproperties or assets to another Person, for the avoidance of doubtor permit any Person to merge with or into it, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(i) the Company shall be is the surviving continuing Person (the “Surviving Person”) or the Surviving successor Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, lease or conveyance or other disposition has been made is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia; b(ii) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company) expressly assumesor the Person to which such sale, by supplemental indenture in form reasonably satisfactory to assignment, transfer, lease, conveyance or other disposition has been made assumes all the Trusteeobligations of the Company under the Indenture, executed and delivered to the Trustee by such Surviving Person, the due and punctual including payment of the principal of, and premium, if any, of and interest on, all on the Notes OutstandingNotes, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture to be performed by the Company, by a supplemental indenture, executed and delivered to the Trustee; c(iii) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and; d(iv) in at the case time of a merger where the Surviving Person is other than the Companysuch transaction, the Company or the surviving Person shall deliverhave delivered, or cause caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger, sale, assignment, transfer, lease or conveyance or other transaction and the supplemental indenture, if any, indenture in respect thereto thereof comply with this Section 4.01 the Indenture and that all conditions precedent in this Indenture therein provided for relating to such transaction have been complied with; and (v) at the time of the transaction, each Guarantor, unless it is the other party to the transaction described above, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under the Indenture and the Notes. In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding paragraph in which the Company is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company and the Company will be discharged from all obligations and covenants under the Indenture and the Notes. (b) Each Guarantor (other than any Guarantor whose Subsidiary Guarantee is to be released in accordance with the terms of its Subsidiary Guarantee and the Indenture in connection with the sale, exchange or transfer to any Person (other than an Affiliate of the Company) of all of the Capital Stock of such Guarantor) shall not, and the Company shall not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless: (i) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person assumes by supplemental indenture all of the obligations of the Guarantor on its Subsidiary Guarantee; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. The successor Guarantor shall succeed to, and except in the case of a lease, be substituted for, such Guarantor under the Indenture and such Guarantor’s Subsidiary Guarantee.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) ), or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless: a(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a statutory trust, corporation or limited liability company organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbiaterritory thereof; b(2) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Company; c(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto thereto, comply with this Section 4.01 8.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. For the purposes of this Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.”

Merger, Consolidation or Sale of Assets. The Unless otherwise provided for in a particular Series by a Board Resolution, a supplemental indenture or an Officers' Certificate, the Company shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Company) surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of (collectively, "Transfer") all or substantially all of its property (provided thatproperties or assets to, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions another Person unless: (a) the Company shall be the resulting, surviving or transferee Person (the “Surviving Person”"Successor Company") or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or corporation, limited liability company or limited partnership organized and or existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; (b) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company) expressly assumes, by or the Person to which such Transfer has been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture or amendment, in a form reasonably satisfactory to the Trustee; (c) immediately after such transaction, executed and no Default exists; and (d) the Company shall have delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or Transfer complies with this Indenture. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture (as modified by a Board Resolution, supplemental indenture or Officers' Certificate), and the supplemental indenturepredecessor Company, except in the case of a lease of all or substantially all of its assets, shall be released from the obligation to pay the principal of and interest on the Securities. The foregoing will not prohibit a consolidation or merger between the Company and a Wholly Owned Subsidiary, the transfer of all or substantially all of the properties or assets of the Company to a Wholly Owned Subsidiary or the transfer of all or substantially all of the properties or assets of a Wholly Owned Subsidiary to the Company; provided, that if anythe Company is not the surviving entity of such transaction or the Person to which such transfer is made, in respect thereto the surviving entity or the Person to which such transfer is made shall comply with clause (b) of this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withparagraph.

Merger, Consolidation or Sale of Assets. The Company shall not No Obligor may, in a single transaction or a series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of such Obligor’s properties or assets pursuant whether as an entirety or substantially as an entirety to any secured debt instrument Person or adopt a Plan of Liquidation unless: (1) either (A) in the Company case of a consolidation or its Subsidiaries merger, such Obligor (other than the Company, or any successor thereto) shall not be deemed to be the surviving or continuing entity and if such Obligor is the Company, or any successor thereto, such Obligor is the surviving or continuing corporation, or (B) the Person (if other than such Obligor) formed by such consolidation or into which such Obligor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or dispositionother disposition of the properties and assets of such Obligor and of such Obligor’s Subsidiaries substantially as an entirety, or in the case of a Plan of Liquidation, the Person to which assets of such Obligor and such Obligor’s Subsidiaries have been transferred (i) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person an entity (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation in the case of the Company or limited liability company any successor thereto) organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia; bColumbia and (ii) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably and substance satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest onand Liquidated Damages, if any, on all of the Notes Outstandingand, if applicable, the Guaranties and the due and punctual performance and observance of all every covenant of the covenants and conditions of Notes, this Indenture and the Registration Rights Agreement on the part of such Obligor to be performed or observed; (2) in the event that such transaction involves (A) the incurrence by the CompanyCompany or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction) and/or (B) the assumption contemplated by clause (1)(B)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction), then immediately after giving effect to such incurrence and/or assumption under clauses (A) and (B), (i) the Obligors, including any such other Person becoming an Obligor through the operation of clause (1)(B) above, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under Section 4.09(b)(2) or (ii) the Consolidated Coverage Ratio of the Obligors is no less than their Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; c(3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or series anticipated to be Incurred and any Lien granted in connection with or in respect of related transactions, the transaction) no Default or and no Event of Default shall have occurred and or be continuing; and d(4) in the case of a merger where the Surviving such Obligor or such other Person is other than the Company, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the consolidation, merger, sale, assignment, transfer, lease, conveyance, other disposition or Plan of Liquidation and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if any, in respect thereto comply with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied satisfied. Notwithstanding clause (2) above: (A) any Restricted Subsidiary may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to the Company or to a Restricted Subsidiary, and (B) any Obligor may consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to any Person that has conducted no business and Incurred no Indebtedness or other liabilities if such transaction is solely for the purpose of effecting a change in the state of incorporation or form of organization of such Obligor. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and 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 the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Neither the Company nor Holdings shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transfer, lease, convey convey, transfer or otherwise dispose of all or substantially all of its property and assets substantially as an entirety to another Person unless: (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of 1) the Company or its Subsidiaries shall not be deemed to be any such saleHoldings is the surviving entity, transferas applicable, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(2) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (successor entity, if other than the Company) formed by such merger Company or consolidation or to which such saleHoldings, transferis a U.S. corporation, leasepartnership, conveyance or disposition is made shall be a corporation or limited liability company organized or trust and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, assumes by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofCompany’s or Holdings’ obligations, as applicable, under the Notes or the Notes Guarantees, respectively, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(b) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (c) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or any Restricted Subsidiary would become subject to any Lien that would not be continuingpermitted by Section 4.08 without equally and ratably securing the Notes, the Company or Holdings or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all debt for borrowed money secured by those Lxxxx as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company or the surviving entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee (x) an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction the conditions in clauses (a), (b) and the supplemental indenture, if any, in respect thereto comply (c) above have been complied with this Section 4.01 and that all any other conditions precedent in this Indenture relating to such transaction have been complied withsatisfied and (y) an Opinion of Counsel stating that the conditions in clause (a) above have been satisfied and any other conditions precedent in this Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not merge not, in a single transaction or through a series of related transactions, (1) consolidate with or into combine with or merge with or into, directly or indirectly, any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or Persons or sell, assign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure on any such collateral), transfer, lease, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of consolidated assets pursuant to any secured debt instrument of the Company and its Subsidiaries, taken as a whole, to any Person or its Subsidiaries shall not be deemed Persons, or (2) permit any Person or Persons to be any such saleconsolidate with, transfercombine with or merger into the Company, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(3) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Surviving Person is other than foregoing, if all of the CompanySecurities outstanding under the Indenture have the benefit of Securities Guarantees, the Company shall delivermay merge or consolidate into or with, or cause to be delivereddirectly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all of its assets, to any Guarantor of the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withSecurities.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of the Indenture (as supplemented by this Indenture Second Supplemental Indenture) to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company or such Surviving Person shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in the Indenture (as supplemented by this Indenture Second Supplemental Indenture) relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of England and Wales, the United States of America, any state thereof or the District of Columbia, or of another country which is a member of the Organization for Economic Cooperation and Development; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this the Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company or such Surviving Person shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this the Indenture relating to such transaction have been complied with; provided that in giving an Opinion of Counsel, counsel may rely on an Officers’ Certificate as to any matters of fact, including as to the satisfaction of clause (c) above. The Surviving Person (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under the Notes and the Indenture.

Merger, Consolidation or Sale of Assets. The Neither the Company nor Holdings shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transfer, lease, convey convey, transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of and assets pursuant substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions another entity unless: a(1) The Company or Holdings is the surviving entity, as applicable, or (2) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (successor entity, if other than the Company) formed by such merger Company or consolidation or to which such saleHoldings, transferis a U.S. corporation, leasepartnership, conveyance or disposition is made shall be a corporation or limited liability company organized or trust and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, assumes by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofCompany’s or Holdings’ obligations, as applicable, under the Notes or the Notes Guarantees, respectively, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(b) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (c) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or any Restricted Subsidiary would become subject to any Lien that would not be continuingpermitted by Section 4.08 without equally and ratably securing the Notes, the Company or Holdings or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all debt for borrowed money secured by those Liens as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company or the surviving entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee (x) an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction the conditions in (a), (b) and the supplemental indenture, if any, in respect thereto comply (c) above have been complied with this Section 4.01 and that all any other conditions precedent in this Indenture relating to such transaction have been complied withsatisfied and (y) an Opinion of Counsel stating that the conditions in (a) above have been satisfied and any other conditions precedent in this Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall not will not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: a(1) either: (A) the Company shall be the surviving Person or continuing corporation; or (B) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be a corporation or limited liability company an entity organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia; b) ; provided that in the case where the Surviving Person Entity is not a corporation, a co-obligor of the Notes is a corporation; and (if other than the Companyii) shall expressly assumesassume, by supplemental indenture (in form reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due performance of every covenant of the Notes and punctual performance and observance the Indenture on the part of all the covenants and conditions of this Indenture Company to be performed or observed; (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (A) 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 Section 4.05(a) hereof or (B) the applicable Consolidated Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) would be no less than the applicable Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; c(3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of related transactionsthe transaction), no Default or Event of Default shall have occurred and or be continuing; and d(4) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto comply such supplemental indenture complies with this Section 4.01 the applicable provisions of the Indenture and that all conditions precedent in this the Indenture relating to such transaction have been complied withsatisfied. (b) For purposes of the provisions of Section 5.01(a) hereof, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding clauses (1), (2) and (3) of Section 5.01(a) hereof, but subject to the proviso in clause (1)(B)(i) of Section 5.01(a), the Company may merge with (x) any of its Wholly Owned Restricted Subsidiaries or (y) an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction. For the avoidance of doubt, nothing in this Section 5.01 shall prevent the Company or a Restricted Subsidiary from consummating the Company Conversion.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(i) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbiaterritory thereof; b(ii) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Securities Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c(iii) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d(iv) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and 8.01, that all conditions precedent in this Indenture relating to such transaction have been complied withwith and that such supplemental indenture, if any, is valid, binding and enforceable against the successor company. For the purposes of this Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.

Merger, Consolidation or Sale of Assets. The Company Except for the Transactions, the Escrow Merger and the Assumption (each of which is explicitly permitted), the Issuer or, following consummation of the Transactions, the Escrow Merger and the Assumption, the Company, shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign, convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: (a) the Company Issuer or the Company, as applicable, shall be the successor or continuing Person or, if the Issuer or the Company, as applicable, is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) Columbia that expressly assumes all of the Surviving Person (if other than Issuer’s or the Company) expressly assumes’s obligations, by supplemental indenture in form reasonably satisfactory as applicable, under the Notes, the Indenture and this Fifth Supplemental Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(c) the Issuer, Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction or series of transactions and any supplement hereto complies with the terms of the Indenture and this Fifth Supplemental Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Issuer’s or the Company’s assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer or the Company, as applicable under the Indenture and this Fifth Supplemental Indenture with the same effect as if such Surviving Entity had been named as the Company. The Issuer or the Company, as applicable, shall (except in the case of a merger where lease) be discharged from all obligations and covenants under the Surviving Person is other than Indenture and this Fifth Supplemental Indenture and any Notes issued hereunder, and may be liquidated and dissolved. Notwithstanding the Companyforegoing, the Company shall deliver, Issuer may merge or cause to be delivered, to consolidate with the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction Parent Guarantor and the supplemental indenture, if any, in respect thereto comply Company may merge or consolidate into or with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withany Subsidiary Guarantor.

Merger, Consolidation or Sale of Assets. The Company (a) If at any time there shall not merge be a merger, consolidation, sale or consolidate with conveyance of assets or into assumption of obligations to which any other Person (other than a merger of a wholly owned Subsidiary of the Company into covenants contained in Section 6 of the CompanyRegistered Securities and Bearer Securities or Section 3 of the Guarantees, is applicable, then in any such event the successor or assuming corporation referred to therein will promptly deliver to the Fiscal Agent: (i) a certificate signed by an executive officer of such successor or sellassuming corporation stating that as of the time immediately after the effective date of any such transaction, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument covenants of the Company or its Subsidiaries shall the Guarantor, as the case may be, contained in the Registered Securities and Bearer Securities or the Guarantees, as applicable, have been complied with and the successor or assuming corporation is not in PAGE default under the provisions of this Agreement or the Securities or the Guarantees, as applicable; and (ii) a written opinion of legal counsel (who may be deemed an employee of or counsel to be the successor or assuming corporation) stating that, in such counsel's opinion, such covenants have been complied with and that any instrument or instruments executed in the performance of such covenants comply with the requirements thereof. In case of any such merger, consolidation, sale, transfer, lease, conveyance or disposition) in one transaction assumption, such successor or series of related transactions unless: a) assuming corporation shall succeed to and be substituted for the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person Guarantor, as the case may be, with the same effect, subject to (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where to which the Surviving Person Company is other than a party) Section 6(b) of the Registered Securities and Bearer Securities, as if such successor or assuming corporation had been named herein and in the Registered Securities and Bearer Securities or the Guarantees, as applicable, as the Company or the Guarantor, as the case may be; the Company or the Guarantor, as the case may be, shall thereupon be relieved of any further obligation or liability hereunder or upon the Securities or the Guarantees, as applicable, provided that any successor or assuming corporation shall have the right to redeem the Securities, pursuant to Section 3(b) of the Registered Securities and Bearer Securities, only as a result of circumstances which occur subsequent to such merger, consolidation, sale, conveyance or assumption and as a result of which the Company would have had such right if the Company had remained the obligor on the Securities. The Company or the Guarantor, as the case may be, as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. If applicable, such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities issuable hereunder which theretofore shall not have been executed on behalf of the Company and delivered to the Fiscal Agent; and, upon the order of such successor or assuming corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Fiscal Agent shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Fiscal Agent for authentication, and any Securities which such successor or assuming corporation thereafter shall deliver, or cause to be delivered, signed and delivered to the TrusteeFiscal Agent for that purpose. If applicable, an Officer’s Certificate such successor or assuming corporation may cause to be endorsed either in its own name or in the name of the Guarantor, Guarantees on any or all of the Securities issuable hereunder which theretofore shall not have been so endorsed and an Opinion delivered to the Fiscal Agent. All the Securities so issued shall in all respects have the same legal rank and benefit under this Agreement as the Securities theretofore or thereafter issued in accordance with the terms of Counselthis Agreement as though all of such Securities had been issued at the date of the execution hereof. In case of any merger, each stating consolidation, sale, conveyance or assumption, such changes in phraseology and form (but not in PAGE substance) may be made in the Securities or the Guarantees thereafter to be issued as may be appropriate. (b) The Fiscal Agent may rely on the documents delivered pursuant to this Agreement by any successor or assuming corporation pursuant to this Section 15 as conclusive evidence that any such transaction merger, consolidation, sale, conveyance or assumption complies with the provisions of this Section and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withSecurities.

Merger, Consolidation or Sale of Assets. (a) The Company shall not may not, directly or indirectly, consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Companysurviving corporation) or sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its property properties or assets in one or more related transactions, to another person, unless: (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of 1) either: (A) the Company is the surviving person or (B) the Person formed by or its Subsidiaries shall not be deemed to be surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person other disposition has been made (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation organized or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b(2) the Surviving Person (if other than the Company) Entity expressly assumes, by pursuant to a supplemental indenture in form all Obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and; d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, in its reasonable judgment, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 5.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction or series of transactions have been complied withsatisfied. (b) The sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate with, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company as an entirety or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) substantially an entirety in one transaction or a series of related transactions transactions) to any Person or permit any Person to merge with or into the Company unless: a: (i) the Company shall be the surviving Person (the “Surviving continuing Person”) , or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which the Company is merged or that acquired or leased such sale, transfer, lease, conveyance or disposition is made property and assets of the Company shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state jurisdiction thereof or the District of Columbia; b) the Surviving Person (if other than the Company) and shall expressly assumesassume, by a supplemental indenture in form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment all of the principal of, and premium, if any, and interest on, obligations of the Company on all of the Notes Outstanding, and under the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; cIndenture; (ii) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d(iii) in immediately after giving effect to such transaction on a PRO FORMA basis, the case Company or any Person becoming the successor obligor of the Notes shall have a merger where Consolidated Net Worth equal to or greater than the Surviving Person is other than Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a PRO FORMA basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.07; PROVIDED that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company shall deliverif all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, or cause to be deliveredas the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the Trusteetransaction, shall be deemed to have been Incurred) for all purposes of the Indenture; and (v) the Company delivers to the Trustee an Officer’s Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an Opinion (iv)) and opinion of Counselcounsel, in each case stating that such transaction consolidation, merger or transfer and the such supplemental indenture, if any, in respect thereto comply indenture complies with this Section 4.01 provision and that all conditions precedent in this Indenture provided for herein relating to such transaction have been complied compiled with; PROVIDED, HOWEVER, that: (A) clauses (iii) and (iv) above will not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a resolution of the Board of Directors, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations; and (B) this Section 5.01 shall not apply to property and assets the Company sells pursuant to Section 4.16 hereof. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Subsidiary Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Company) surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company and its Restricted Subsidiaries taken as a whole, in one or its Subsidiaries shall not be deemed to be more related transactions to, another Person unless (i) either the Company is the surviving corporation or the Person formed by or surviving any such sale, transfer, lease, conveyance consolidation or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person merger (if other than the Company) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is made shall be a corporation organized or limited liability company organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; bColumbia (any such Person, the "Successor Company"), (ii) the Surviving Person (if other than Successor Company assumes all the Company) expressly assumesobligations of the Company under the Notes, by supplemental indenture in form this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee, executed (iii) immediately after such transaction no Default exists and delivered (iv) the Company or the Successor 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 by such Surviving PersonFixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, so long as, the due and punctual payment amount of Indebtedness of the principal of, Company and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person its Restricted Subsidiaries is other than the Companynot increased thereby. In addition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trustee, an Officer’s Certificate and an Opinion any other Person. The provisions of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and that all conditions precedent in this Indenture relating to such transaction have been complied withany of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly: (i) consolidate, amalgamate, merge or consolidate combine with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Companysurviving corporation) or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company or and its Subsidiaries shall not be deemed to be any such saleRestricted Subsidiaries, transfertaken as a whole, lease, conveyance or disposition) in one transaction or series of more related transactions transactions, to another Person, unless: a(1) either: (A) the Company shall be is the surviving corporation; or (B) the Person (the “Surviving Person”) formed by or the Surviving Person surviving any such transaction (if other than the Company) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is made shall be a corporation an entity organized or limited liability company organized and existing under the laws of Canada or any province or territory thereof, or the laws of the United States, any state of the United States of America, any state thereof or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; b(2) the Surviving Person formed by or surviving any such consolidation, amalgamation, merger or combination (if other than the Company) expressly assumesor the Person to which such sale, by supplemental indenture in form assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c(3) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuingexists; and d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the such supplemental indentureindentures, if any, in respect thereto comply with this Indenture. (b) Section 4.01 5.01 (a) shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and that all conditions precedent in this Indenture relating to such transaction have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company's assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionPerson unless (i) in one transaction or series of related transactions unless: either: (a) the Company shall be the surviving Person or continuing corporation; or (b) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"): (x) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia; b; and (y) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably and substance satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due and punctual performance and observance of all every covenant of the covenants and conditions of Notes, this Indenture and the Registration Rights Agreement on the part of the Company to be performed by or observed; (ii) except in the Company; c) immediately before case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of related transactionssuch 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 Section 4.09 hereof; (iii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; and dand (iv) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets between or among the Company and its Restricted Subsidiaries will not be subject to the foregoing covenants.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: (a) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of England and Wales, the United States of America, or any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(c) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel each stating that the transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture and constitutes the legal, valid and binding obligation of the Company or the Surviving Entity, enforceable against it in accordance with its terms. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Surviving Person is other than above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company, the Company shall deliver, or cause to be delivered, to the Trustee, . Neither an Officer’s Certificate and nor an Opinion of CounselCounsel shall be required to be delivered in connection therewith. The Company shall notify the Trustee if any consolidation or merger or any sale, each stating that such transaction and the supplemental indentureassignment, if anyconveyance, in respect thereto comply with this Section 4.01 and that lease, transfer or other disposition of all conditions precedent in this Indenture relating to such transaction have been complied withor substantially all of its assets occurs.

Merger, Consolidation or Sale of Assets. The Company AirGate shall not not, in any transaction or series of related transactions, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transferassign, leaseconvey, convey transfer or otherwise dispose of all or its properties and assets substantially all as an entirety to, any Person, and shall not permit any of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant Restricted Subsidiaries to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be enter into any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer or other disposition of the properties and assets of AirGate and its Restricted Subsidiaries, taken as a whole, substantially as an entirety to any Person, unless, at the time and after giving effect thereto: a(1) either: (A) if the Company transaction or series of transactions is a consolidation of AirGate with or a merger of AirGate with or into any other Person, AirGate shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by of such merger or consolidation, or (B) the Person formed by any consolidation with or merger with or into AirGate, or to which the properties and assets of AirGate or AirGate and its Restricted Subsidiaries, taken as a whole, as the case may be, substantially as an entirety are sold, assigned, conveyed or otherwise transferred (any such salesurviving Person or transferee Person referred to in this clause (B) being the "Surviving Entity"), transfer, lease, conveyance or disposition is made shall be a corporation or corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) Columbia and shall expressly assumes, assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations of AirGate under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Companyand, in each case, this Indenture, as so supplemented, shall remain in full force and effect; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions on a pro forma basis including any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing; and d(3) in the case of a merger where AirGate or the Surviving Person is other Entity 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 period, (A) have Consolidated Net Worth immediately after the transaction equal to or greater than the CompanyConsolidated Net Worth of AirGate immediately preceding the transaction and (B) be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.9 hereof; provided, however, that the Company foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer or other disposition of the properties and assets by any Restricted Subsidiary or AirGate to any other Restricted Subsidiary or AirGate, or the merger or consolidation of any Restricted Subsidiary with or into any other Restricted Subsidiary or AirGate. AirGate may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. In connection with any consolidation, merger, sale, assignment, conveyance, transfer or other disposition contemplated by this Section 5.1, AirGate shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate Officers' Certificate, which shall set forth the manner of determination of AirGate's compliance with clause (3) of this Section 5.1 stating that such consolidation, merger, sale, assignment, conveyance, transfer, or other disposition and the supplemental indenture in respect thereof, required under clause (1)(B) of the preceding paragraph, comply with the requirements of this Indenture and an Opinion of Counsel. For all purposes of this Indenture and the Notes, each stating that including the provisions described in the two immediately preceding paragraphs and Sections 4.9 and 4.21 hereof, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to Section 4.21 hereof and all Indebtedness of the supplemental indenture, if any, in respect thereto comply with this Section 4.01 Surviving Entity and its Subsidiaries that all conditions precedent in this Indenture relating was not Indebtedness of AirGate and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been complied withincurred upon such transaction or series of transactions. The Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of AirGate under this Indenture, and the predecessor company shall be released from all its obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. The Neither the Company nor any of its Restricted Subsidiaries shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into or such Restricted Subsidiary is the Company) surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of more related transactions unless: atransactions, to another Person unless (i) the Company shall be is the surviving Person (corporation or such Restricted Subsidiary is the “Surviving Person”) surviving entity, as the case may be, or the Surviving Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is made shall be a corporation (in the case of the Company) or a corporation or limited liability company other entity (in the case of such Restricted Subsidiary) organized and or existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; b; (ii) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture, the Pledge Agreement and the Registration Rights Agreement, or of such Restricted Subsidiary under its Subsidiary Guarantee, as the case may be, pursuant to a supplemental indenture in a 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 Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (a) expressly assumeswill have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) will, by supplemental indenture in form reasonably satisfactory immediately after such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the TrusteeDebt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. The Company and its Restricted Subsidiaries shall not, executed and delivered to the Trustee by such Surviving Persondirectly or indirectly, the due and punctual payment lease all or substantially all of the principal oftheir properties or assets, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction in one or series of more related transactions, no Default to any other Person. The provisions of this Section 5.01 will not be applicable to a sale, assignment, transfer, conveyance or Event other disposition of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, assets between or among the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion any of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or 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 its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Subsidiaries) whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: (1) either: (a) the Company shall be the surviving Person or continuing entity; or (i) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made of all or substantially all of the properties and assets of the Company and of the Company’s Subsidiaries, as an entirety or substantially as an entirety (the “Surviving Entity”): (A) shall be a corporation or limited liability company an entity organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia;; and b(B) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably and substance satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstandingand the performance of every covenant and all of the other obligations under the Notes and this Indenture on the part of the Company to be performed or observed; (ii) each Guarantor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, confirms that its Guarantees shall apply to the Surviving Entity’s obligations under the Notes and this Indenture, as modified by such supplemental indenture, and confirms the due and punctual performance of the Guarantees and observance of all the covenants and conditions all of the other obligations of the Guarantor under this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(i)(B) above (including, without limitation, giving effect to any Indebtedness incurred or series anticipated to be incurred and any Lien granted in connection with or in respect of related transactionsthe transaction), no Default or Event of Default shall have occurred and or be continuing; and d(3) in the case of a merger where Company or the Surviving Person is other than the CompanyEntity, the Company as applicable, shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto comply such supplemental indenture complies with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this the Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this the Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. The Surviving Person (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and the Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under the Notes and the Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuers will not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) merge with or sellinto, transferor convey, transfer or lease, convey in one transaction or otherwise dispose a series of related transactions, directly or indirectly, all or substantially all of its property assets (provided thatdetermined on a consolidated basis) to, for the avoidance of doubtany other Person, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) the Company shall be the resulting, surviving or transferee Person (the “Surviving PersonSuccessor Company”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia; b) Columbia and the Surviving Person Successor Company (if other than not the Companyapplicable Issuer) shall expressly assumesassume, by an indenture supplemental indenture in form reasonably satisfactory to the Trusteethereto, executed and delivered to the Trustee by such Surviving PersonTrustee, in form satisfactory to the due and punctual payment of the principal of, and premium, if any, and interest onTrustee, all the obligations of the applicable Issuer under the Notes Outstanding, and this Indenture and instruments in forms satisfactory to the Trustee and assumes by written agreement all of the obligations of the applicable Issuer under the Security Documents and the due Intercreditor Agreement and punctual performance and observance of all the covenants and conditions of this Indenture Successor Company shall cause such amendments, supplements or other instruments to be performed executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such 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 Companyfiling of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; c(2) immediately before and immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or series any Subsidiary as a result of related transactionssuch transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated Coverage Ratio for the Successor Company and the Restricted Subsidiaries on a consolidated basis would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and d(4) in the case of a merger where the Surviving Person is other than the Company, the Company applicable Issuer shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person other than to a Guarantor) or (B) the applicable Issuer merging with an Affiliate of the applicable Issuer solely for the purpose and with the sole effect of reincorporating the applicable Issuer in another jurisdiction. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company will be the successor to the applicable Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Issuer under this Indenture, and the supplemental indenturepredecessor Company (and, to the extent the Successor Company is not a Restricted Subsidiary of the Company, the Company), except in the case of a lease, shall be released from its obligations under the Notes and this Indenture. (b) The Company will not permit any Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, all or substantially all of its assets to any Person unless; (1) except in the case of a Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or a Subsidiary of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Note Guarantee and shall have by written agreement confirmed that its obligations under the Security Documents and the Intercreditor Agreement shall continue to be in respect thereto comply effect and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by such Guarantor, together with this Section 4.01 and that all conditions precedent such financing statements or comparable documents as may be required to perfect any security interests in this Indenture relating 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; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have been complied withoccurred and be continuing; and (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture.

Merger, Consolidation or Sale of Assets. Section 4.1 of the Base Indenture is amended and restated in its entirety and replaced with the following: (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of Company’s assets pursuant whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: a(i) either: (A) the Company shall be the surviving Person or continuing corporation; or (B) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company (the “Surviving Entity”): (1) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia;; and b(2) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, Securities and the due performance of every covenant of the Securities and punctual performance and observance of all the covenants and conditions of this Indenture on the Company’s part to be performed by the Companyor observed; c(ii) immediately before and immediately after giving effect to such transaction or series and the assumption contemplated by clause (a)(i)(B)(2) of related transactionsthis Section 4.1, no Default or Event of Default shall have occurred and or be continuing; and d(iii) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with this Section 4.01 the applicable provisions of the Indenture and that all conditions precedent in this the Indenture relating to such transaction have been complied withsatisfied.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless: (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any state thereof or the District of Columbiaterritory thereof; (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 8.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with. For the purposes of this Section 8.01, the sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the Company property on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the Company property.”

Merger, Consolidation or Sale of Assets. The Company (a) If at any time there shall not merge be a merger, consolidation, sale or consolidate with conveyance of assets or into assumption of obligations to which any other Person (other than a merger of a wholly owned Subsidiary of the Company into covenants contained in Section 6 of the CompanyRegistered Securities and Bearer Securities or Section 3 of the Guarantees, is applicable, then in any such event the successor or assuming corporation referred to therein will promptly deliver to the Fiscal Agent: (i) a certificate signed by an executive officer of such successor or sellassuming corporation stating that as of the time immediately after the effective date of any such transaction, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument covenants of the Company or its Subsidiaries shall the Guarantor, as the case may be, contained in the Registered Securities and Bearer Securities or the Guarantees, as applicable, have been complied with and the successor or assuming corporation is not in default under the provisions of this Agreement or the Securities or the Guarantees, as applicable; and (ii) a written opinion of legal counsel (who may be deemed an employee of or counsel to be the successor or assuming corporation) stating that, in such counsel's opinion, such covenants have been complied with and that any instrument or instruments executed in the performance of such covenants comply with the requirements thereof. In case of any such merger, consolidation, sale, transfer, lease, conveyance or disposition) in one transaction assumption, such successor or series of related transactions unless: a) assuming corporation shall succeed to and be substituted for the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person Guarantor, as the case may be, with the same effect, subject to (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where to which the Surviving Person Company is other than a party) Section 6(b) of the Registered Securities and Bearer Securities, as if such successor or assuming corporation had been named herein and in the Registered Securities and Bearer Securities or the Guarantees, as applicable, as the Company or the Guarantor, as the case may be; the Company or the Guarantor, as the case may be, shall thereupon be relieved of any further obligation or liability hereunder or upon the Securities or the Guarantees, as applicable, provided that any successor or assuming corporation shall have the right to redeem the Securities, pursuant to Section 3(b) of the Registered Securities and Bearer Securities, only as a result of circumstances which occur subsequent to such merger, consolidation, sale, conveyance or assumption and as a result of which the Company would have had such right if the Company had remained the obligor on the Securities. The Company or the Guarantor, as the case may be, as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. If applicable, such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities issuable hereunder which theretofore shall not have been executed on behalf of the Company and delivered to the Fiscal Agent; and, upon the order of such successor or assuming corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Fiscal Agent shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Fiscal Agent for authentication, and any Securities which such successor or assuming corporation thereafter shall deliver, or cause to be delivered, signed and delivered to the TrusteeFiscal Agent for that purpose. If applicable, an Officer’s Certificate such successor or assuming corporation may cause to be endorsed either in its own name or in the name of the Guarantor, Guarantees on any or all of the Securities issuable hereunder which theretofore shall not have been so endorsed and an Opinion delivered to the Fiscal Agent. All the Securities so issued shall in all respects have the same legal rank and benefit under this Agreement as the Securities theretofore or thereafter issued in accordance with the terms of Counselthis Agreement as though all of such Securities had been issued at the date of the execution hereof. In case of any merger, each stating consolidation, sale, conveyance or assumption, such changes in phraseology and form (but not in substance) may be made in the Securities or the Guarantees thereafter to be issued as may be appropriate. (b) The Fiscal Agent may rely on the documents delivered pursuant to this Agreement by any successor or assuming corporation pursuant to this Section 15 as conclusive evidence that any such transaction merger, consolidation, sale, conveyance or assumption complies with the provisions of this Section and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withSecurities.

Merger, Consolidation or Sale of Assets. The Neither the Company nor Holdings shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transfer, lease, convey convey, transfer or otherwise dispose of all or substantially all of its property and assets substantially as an entirety to another Person unless: (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of 1) the Company or its Subsidiaries shall not be deemed to be any such saleHoldings is the surviving entity, transferas applicable, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(2) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (successor entity, if other than the Company) formed by such merger Company or consolidation or to which such saleHoldings, transferis a U.S. corporation, leasepartnership, conveyance or disposition is made shall be a corporation or limited liability company organized or trust and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, assumes by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofCompany’s or Holdings’ obligations, as applicable, under the Notes or the Notes Guarantees, respectively, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(b) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (c) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or any Restricted Subsidiary would become subject to any Lien that would not be continuingpermitted by Section 4.08 without equally and ratably securing the Notes, the Company or Holdings or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all debt for borrowed money secured by those Liens as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company or the surviving entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee (x) an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction the conditions in clauses (a), (b) and the supplemental indenture, if any, in respect thereto comply (c) above have been complied with this Section 4.01 and that all any other conditions precedent in this Indenture relating to such transaction have been complied withsatisfied and (y) an Opinion of Counsel stating that the conditions in clause (a) above have been satisfied and any other conditions precedent in this Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not in any transaction or series of related transactions, consolidate with, or merge with or consolidate into, any other Person or permit any other Person to merge with or into any other Person the Company (other than a merger of a wholly owned Restricted Subsidiary of the Company into the Company) Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of Property and assets pursuant to any secured debt instrument of the Company or and its Restricted Subsidiaries shall not be deemed taken as a whole to be any such saleother Person, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) either (i) the Company shall be the surviving Person continuing corporation or (ii) the “Surviving Person”) or the Surviving Person corporation (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, leaselease or disposition, conveyance all or disposition is made substantially all of the Property and assets of the Company and its Restricted Subsidiaries taken as a whole (any such corporation or Person being the "Surviving Entity") shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, any political subdivision thereof, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) , and shall expressly assumesassume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Outstanding, and the due performance of every covenant and punctual performance and observance of all the covenants and conditions of obligation in this Indenture on the part of the Company to be performed by the Companyor observed; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction 62 or series of related transactions), no Default or Event of Default shall have occurred and be continuing; (c) immediately after giving effect to such transaction or series of related transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company (or the Surviving Entity, if the Company is not continuing) would (A) be permitted to Incur $1.00 of additional Indebtedness under Section 4.09(a) hereof and (B) have a Consolidated Net Worth that is not less than the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (d) in if, as a result of any such transaction, Property of the case Company would become subject to a Lien prohibited by the provisions of a merger where the Surviving Person is Indenture described under Section 4.12 hereof, the Company or the successor entity to the Company shall have secured the Notes as required thereby. In connection with any consolidation, merger, conveyance, lease or other than the Companydisposition contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger, conveyance, lease or disposition and the any supplemental indenture, if any, indenture in respect thereto comply with this Section 4.01 Article V and that all conditions precedent in this Indenture herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not and will not permit any of its Subsidiaries to consolidate with, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transferassign, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its property assets (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company as an entirety or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) substantially as an entirety in one transaction or a series of related transactions transactions), to any Person unless: a: (i) the Company or such Subsidiary, as the case may be, shall be the surviving Person (the “Surviving continuing Person”) , or the Surviving Person (if other than the CompanyCompany or such Subsidiary) formed by such merger consolidation or consolidation into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such saleSubsidiary, transferas the case may be, lease, conveyance or disposition is made are transferred shall be a corporation or limited liability company organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia; b) the Surviving Person (if other than the Company) Columbia and shall expressly assumesassume, by a supplemental indenture in form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee by such Surviving PersonTrustee, in form satisfactory to the due and punctual payment Trustee, all of the principal ofobligations of the Company or such Subsidiary, as the case may be, under the Senior Notes and premium, if any, and interest on, all the Notes Outstandingthis Indenture, and the due and punctual performance and observance of all the covenants and conditions of obligations under this Indenture to be performed by the Company; cshall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and dand (iii) in immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof; and (iv) immediately thereafter, the Company, such Subsidiary or the other surviving entity, as the case of may be, shall have a merger where the Surviving Person is other Consolidated Net Worth equal to or greater than the CompanyConsolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately prior to such transaction. (b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, deliver or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the supplemental indenture, if any, indenture in respect thereto comply with this Section 4.01 5.1 and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been complied with.

Merger, Consolidation or Sale of Assets. The Until such time as all obligations under the Senior Credit Agreement have been paid in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, unless permitted by the terms of the Senior Credit Agreement or approved by the requisite percentage of Senior Lenders, the Company shall not merge or consolidate with or into merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, all or substantially all its assets to, any Person. Following such time as all obligations under the Senior Credit Agreement have been paid in full in cash or other Person (other than a merger of a wholly owned Subsidiary of payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, the Company into the Company) will not consolidate with or sellmerge with or into, transferor convey, transfer or lease, convey in one transaction or otherwise dispose a series of related transactions, all or substantially all of its property (provided thatassets to, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: a(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such salethe Company is merged or the Person which acquires by conveyance, transfer, lease, conveyance transfer or disposition is made lease the properties and assets of the Company substantially as an entirety shall be a corporation or corporation, limited liability company company, partnership or trust organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; b) the Surviving Person (if other than the Company) , and shall expressly assumes, assume by a supplemental indenture in form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee by such Surviving Personin form satisfactory to the Trustee, the due and punctual payment of the principal ofPrincipal Amount, and premiumIssue Price, accrued Original Issue Discount, redemption price, purchase price, Change of Control Payment or interest, if any, and interest onon the Notes, all the Notes Outstandingaccording to their tenor, and the due and punctual performance and observance of all of the covenants and conditions obligations of the Company under the Notes and this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d(3) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, if any, in respect thereto comply with this Section 4.01 Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied withsatisfied. The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company therein; and thereafter, the Company shall be discharged from all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) The Company shall not merge Issuer will not, directly or indirectly, consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) merge with or sellinto, transferor convey, lease, convey transfer or otherwise dispose of lease all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or a series of related transactions to, any Person, unless: a(1) the Company shall be the resulting, surviving or transferee Person (the “Surviving PersonSuccessor Company”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall will be a corporation or corporation, limited liability company company, limited liability partnership, limited company, or other similar organization organized and existing under the laws of (x) the United States of America, America or any state State thereof or the District of Columbia; bColumbia or (y) the Surviving Person United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, The Cayman Islands or Singapore; provided that, the Successor Company (if other than not the CompanyIssuer) will expressly assumesassume, by a supplemental indenture in form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest onTrustee, all the Notes Outstanding, obligations of the Issuer under this Indenture and the due and punctual performance and observance of all Notes (and, if the covenants and conditions of this Indenture Successor Company is not a corporation, the Issuer shall cause a corporate co-issuer to be performed by become a co-obligor on the CompanyNotes); c(2) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d(3) in the case of a merger where the Surviving Person is other than the Company, the Company Issuer shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, upon which the Trustee may conclusively rely, each stating that such transaction consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and that all conditions precedent relating to such consolidation, merger or transfer have been fulfilled. Further, the Opinion of Counsel shall state that such supplemental indenture, if any, has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Issuer. (b) The Issuer will not permit any other Guarantor to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in respect thereto comply with this Section 4.01 one or a series of related transactions to, any Person, unless: (1) (A) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, limited liability partnership, limited liability company, limited company, or other similar organization (and that all conditions precedent in this Indenture relating to the case of any such transaction have been complied with.involving the Issuer, such Successor Guarantor shall be organized under the laws of the jurisdiction of organization of the United States of America (or any state thereof or the District of Columbia), the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, The Cayman Islands or Singapore), and such Person (if not such Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, or other documents or instruments in form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Note Guarantee;

Merger, Consolidation or Sale of Assets. The Company (a) If at any time there shall not merge be a merger, consolidation, sale or consolidate with conveyance of assets or into assumption of obligations to which any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument covenants contained in Section 7 of the Company or its Subsidiaries shall not be deemed to be Conditions pertains, then in any such event the successor or assuming corporation referred to therein will promptly deliver to the Fiscal and Principal Paying Agent: (i) a certificate signed by an Authorized Officer of such successor or assuming corporation stating that as of the time immediately after the effective date of any such transaction the covenants of the Corporation contained in the Permanent Global Note have been complied with and the successor or assuming corporation is not in default under the provisions of this Agreement or the Notes, as applicable; and (ii) a written opinion of legal counsel stating that in such such counsel's opinion the covenants of the Corporation contained in Section 7 of the Conditions have been complied with and that any instrument or instruments executed in the performance of such covenants comply with the requirements thereof. In case of any such merger, consolidation, sale, transfer, lease, conveyance or disposition) in one transaction assumption, such successor or series of related transactions unless: a) the Company assuming corporation shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or succeed to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) substituted for the Corporation with the same effect, subject to (in the case of a merger where to which the Surviving Person Corporation is other than a party) Section 7(b) of the CompanyConditions, as if it had been named herein and in the Permanent Global Note as the Corporation; the Corporation shall thereupon be relieved of any further obligation or liability hereunder or upon the Notes, and the Corporation, as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Upon the order of such successor or assuming corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Company Fiscal and Principal Paying Agent shall deliverauthenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Corporation to the Fiscal and Principal Paying Agent for authentication, and any Notes which such successor or assuming corporation thereafter shall cause to be delivered, signed and delivered to the TrusteeFiscal and Principal Paying Agent for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Notes had been issued at the date of the execution hereof. In case of any merger, an Officer’s Certificate consolidation, sale, conveyance or assumption, such changes in phraseology and an Opinion form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. (b) The Fiscal and Principal Paying Agent may rely on the documents delivered to it pursuant to this Agreement by any successor or assuming corporation pursuant to this Section 15 as conclusive evidence that any such merger, consolidation, sale, conveyance or assumption complies with the provisions of Counsel, each stating that such transaction this Section and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withNotes.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge or consolidate with or into any other Person (other than a merger of Wholly Owned Subsidiary which is not an Acquisition Subsidiary or a wholly owned Subsidiary of the Company an Acquisition Subsidiary), or permit any other Person to consolidate or merge with or into the Company) or , nor will the Company sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(i) the Company shall be the surviving Person (the “Surviving Person”) continuing corporation or the Surviving Person (if other than the Company) entity formed by or surviving any such merger consolidation or consolidation merger, or to which such sale, transfer, lease, conveyance or other disposition shall have been made (the "SURVIVING ENTITY"), is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state thereof thereof, or the District of Columbia; b(ii) the Surviving Person (if other than the Company) expressly assumes, Entity assumes by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal of, and premium, if any, and interest on, all obligations of the Company under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(iii) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; and d(v) in the case of a merger where the Surviving Person is other than the Companyimmediately after giving effect to such transaction, the Company shall deliveror the Surviving Entity, or cause to be deliveredas the case may be, could incur at least $1.00 of additional Indebtedness pursuant to the Trustee, first paragraph of Section 4.9 hereof. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Officers' Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that such the proposed transaction and the such supplemental indenture, if any, in respect thereto indenture comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withIndenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer will not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) merge with or sellinto, transferor convey, lease, convey transfer or otherwise dispose of lease all or substantially all of its property (provided thatassets to, for the avoidance of doubtany Person, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) the Company shall be Issuer is the surviving corporation or the resulting, surviving or transferee Person other than the Issuer (the “Surviving PersonSuccessor Company”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall will be a corporation or limited liability company organized and existing under the laws of any country that is a Member State, Bermuda, the United States of America, any state State thereof or the District of Columbia; b) Columbia and the Surviving Person (if other than the Company) Successor Company will expressly assumesassume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, executed and delivered to all the Trustee by such Surviving Person, the due and punctual payment obligations of the principal of, and premium, if any, and interest on, all Issuer under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Issuer which becomes an obligation of the Successor Company or series any Restricted Subsidiary as a result of related transactionssuch transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, the Issuer, if it is the surviving corporation, or the Successor Company, would be able to Incur an additional £1.00 of Indebtedness under paragraph (a) of Section 4.09; (4) each Note Guarantor (unless it is the other party to the transaction above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes; and (5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the provisions described in this paragraph; provided, that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clauses (2) and (3) above and as to any matters of fact. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but the predecessor Issuer in the case of a conveyance, transfer or lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Notes. Clauses (2) and (3) of this section 5.01(a) will not apply to any transaction in which (A) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to the Issuer or (B) the Issuer consolidates or merges with or into or transfers all or substantially all of its assets to (i) an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction or changing its legal structure to a corporation or other entity or (ii) a Restricted Subsidiary so long as all assets of the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. (b) The Company and each Note Guarantor will not, and each Note Guarantor and the Issuer will not permit any Subsidiary Guarantor to, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (1) the resulting, surviving or transferee Person if other than a Note Guarantor (the “Successor Guarantor”) will be a corporation organized and existing under the laws of a country that is a Member State, Bermuda, the United States of America, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of such Note Guarantor under its Note Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of such Note Guarantor which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and d(3) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, Issuer will have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Section 4.01 Indenture; provided that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clause (2) above and as to any matters of fact. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor; provided, however, that neither the Company nor any Restricted Subsidiary shall be permitted to consolidate with, merge into or transfer all conditions precedent in this Indenture relating or part of its properties and assets to any Intermediate Guarantor or any Subsidiary Guarantor if following such consolidation, merger or transfer such Intermediate Guarantor or such Subsidiary Guarantor would be prohibited by applicable law from continuing to provide a Note Guarantee or the amount of such Note Guarantee would be required to be limited to a greater extent than immediately prior to such transaction have been complied withconsolidation, merger or transfer.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not merge merge, consolidate or consolidate amalgamate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to in any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions other than a merger of a Restricted Subsidiary into the Issuer where the Issuer is the surviving Person or the Restricted Subsidiary is the Surviving Person and it shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture. (b) Parent shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: a(i) the Company shall be the resulting, surviving or transferee Person (the “Surviving Person”"Successor Company") or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company Person organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia; b) Columbia and the Surviving Person Successor Company (if other than the Companynot Parent) shall expressly assumesassume, by an indenture supplemental indenture in form reasonably satisfactory to the Trusteehereto, executed and delivered to the Trustee by such Surviving PersonTrustee, in form satisfactory to the due and punctual payment of the principal of, and premium, if any, and interest onTrustee, all the obligations of Parent under its Guarantee of the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(ii) immediately before and immediately after giving pro forma effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or series any Subsidiary as a result of related transactionssuch transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and; d(iii) in the case of a merger where the Surviving Person is other than the Companyimmediately after giving pro forma effect to such transaction, the Successor Company would have had a Fixed Charge Coverage Ratio of not less than 2.0 to 1; (iv) Parent shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Section 4.01 Indenture; provided, however, that clause (iii) shall not be applicable to Parent merging with an Affiliate other than the Issuer or any Subsidiary of the Issuer solely for the purpose and that all conditions precedent with the sole effect of reincorporating Parent in this Indenture relating to such transaction have been complied withanother U.S. jurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not and shall not permit any of its Subsidiaries to consolidate with, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property the Company’s assets (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company as an entirety or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) substantially as an entirety in one transaction or a series of related transactions transactions), to any Person (except for any of Subsidiary to Subsidiary or Subsidiary to Company) unless: a(1) the Company or such Subsidiary, as the case may be, shall be the surviving Person (the “Surviving continuing Person”) , or the Surviving Person (if other than the CompanyCompany or such Subsidiary) formed by such merger consolidation or consolidation into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such saleSubsidiary, transferas the case may be, leaseare sold, conveyance assigned, transferred, leased, conveyed or disposition is made otherwise disposed of shall be a corporation or limited liability company organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia; b) the Surviving Person (if other than the Company) Columbia and shall expressly assumesassume, by a supplemental indenture in form reasonably satisfactory to the Trusteeagreement, executed and delivered to the Trustee by such Surviving PersonNoteholders, in form satisfactory to the Noteholders, all of the obligations of the Company under this Agreement, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes OutstandingNotes, and the due Obligations thereunder shall remain in full force and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;effect; and c(2) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d) in . The foregoing provisions shall not apply to any merger or consolidation or of any Subsidiary of the case of a merger where the Surviving Person is other than Company into the Company, or another Subsidiary of the Company. In connection with any consolidation, merger or transfer of assets contemplated by this provision, the Company shall deliver, or cause to be delivered, to the TrusteeNoteholders, in form and substance reasonably satisfactory to the Noteholders, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the supplemental indenture, if any, agreement in respect thereto comply with this Section 4.01 provision and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been complied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) merge with or sellinto, transferor convey, lease, convey transfer or otherwise dispose of lease all or substantially all of its property (provided thatassets, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or a series of related transactions unless: a) transactions, to any Person, if the Company shall be Issuer is not the resulting, surviving or transferee Person or other successor Person (the “Surviving PersonSuccessor Company”) unless: (i) the Issuer is the Successor Company or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall Successor Company will be a corporation or corporation, partnership, limited liability company or similar entity organized and or existing under the laws of the United States of America, any state thereof State of the United States or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of Successor Company (if not the Issuer) will expressly assume all the covenants obligations of the Issuer under the Notes and conditions of this Indenture pursuant to be performed by the Company;a supplemental indenture or other documents and instruments; c(ii) immediately before and immediately after giving effect to such transaction or series (and treating any Indebtedness that becomes an obligation of related transactionsthe applicable Successor Company as a result of such transaction as having been incurred by the applicable Successor Company), no Default or Event of Default shall have occurred and be continuing; continuing; and d(iii) the Issuer (in the case of a merger where event that the Surviving Person Issuer is other than not the Companyresulting, the Company surviving or transferee Person) shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a valid and binding agreement enforceable against the Successor Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clause (ii) above, and such Opinion of Counsel shall be subject to customary qualifications and assumptions with respect to enforceability. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of (x) a lease or (y) a sale of less than all of its assets). (c) Notwithstanding any other provision of this Section 4.01 5.01, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor provided such Guarantor is a corporation, partnership, limited liability company or similar entity organized or existing under the laws of the United States of America, any State of the United States or the District of Columbia, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate organized or existing under the laws of the United States of America, any State of the United States or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor and (iv) any Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Subsidiary. (d) Subject to Section 10.05, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, if the Guarantor is not the Successor Company unless: (i) (A) the other Person is the Issuer or a Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction or either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all conditions precedent the obligations of the Guarantor under its Guarantee and this Indenture by a supplemental indenture or other documents or instruments; and (B) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; or (ii) the transaction constitutes a sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of the Guarantor (including any sale, exchange, transfer or other disposition) or (y) all or substantially all of the assets of the Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture; and the Issuer (if the Guarantor is not the Successor Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a valid and binding agreement enforceable against the successor Guarantor; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clause (i)(B) above, and such Opinion of Counsel shall be subject to customary qualifications and assumptions with respect to enforceability. (e) Notwithstanding any other provision of this Section 5.01, any Guarantor may (i) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor and (iv) liquidate or dissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer. Notwithstanding anything to the contrary in this Section 5.01, the Issuer may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. (f) Any reference in this Indenture relating to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such transaction have been complied witha division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

Merger, Consolidation or Sale of Assets. The Company Without waiving the provisions of Section 4.1(a), it shall not merge or consolidate with or into any other Person (other than be a condition precedent to the merger of a wholly owned Subsidiary Tenant with another entity, to the consolidation of Tenant with one or more other entities, and to the Company into the Company) sale or sell, transfer, lease, convey or otherwise dispose other disposition of all or substantially all the assets of Tenant to one or more other entities (a "MERGER AND SALE EVENT") that (i) the surviving entity or transferee of assets, as the case may be, shall deliver to Landlord and Lender an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of Tenant hereunder and under any instrument executed by Tenant relating to the Premises or this Lease, including, without limitation, any consent to the assignment of Landlord's interest in this Lease to the Lender as security for indebtedness, (ii) no Event of Default then exists under this Lease, (iii) confirmation by the Guarantor of its property guaranty, if any, (provided thativ) confirmation from the Rating Agencies involved in any secondary market transaction relating to the Indenture, for that any such transaction (and the avoidance Credit Enhancement Facility relating to such transaction, if any) will not result in a qualification, withdrawal or downgrade of doubt, a pledge either the credit rating of assets pursuant to any secured debt instrument Tenant or of the Company or its Subsidiaries shall not be deemed to be then current ratings for any securities issued in connection with a secondary market transaction by any such saleRating Agencies, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(v) the Company surviving entity of any merger or consolidation or the transferee of such assets allowed above must be organized in the United States and must have a net worth and credit standing equal to or greater than the net worth and credit standing of Tenant on the day prior to such Merger and Sale Event unless Tenant shall have provided a Credit Enhancement Facility satisfactory to Landlord and Lender in their sole discretion with respect to such Merger and Sale Event, (vi) Tenant shall have delivered such estoppels, certificates and/or opinions of counsel as may be required by Landlord, Lender or such Rating Agencies in connection with such transaction, including but not limited to a REMIC Opinion, (vii) the surviving entity shall specifically assume all obligations of Tenant under this Lease and under any other agreement of Tenant related hereto or thereto, (viii) the surviving entity must be a solvent entity, and (ix) the surviving entity must either be an entity formed in the United States or must specifically consent to jurisdiction in all applicable states of the United States, and must provide an opinion in form reasonably acceptable to Landlord and to Lender and acceptable to the Rating Agencies that such consent to jurisdiction is enforceable and valid and (x) Lender and Landlord shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by given, as a prerequisite to such merger or consolidation or to disposition, a written certification from the chief financial officer of Tenant that the provisions of this Section have been satisfied (collectively, the "MERGER AND SALE CONDITIONS"). Tenant covenants that it will not engage in a Merger and Sale Event unless the Merger and Sale Conditions have been satisfied. Except as required by law or court order or in connection with any enforcement by Landlord of its rights and remedies under this Lease, for a period which is the earlier of (x) twelve months following receipt thereof by Landlord, or (y) until such sale, transfer, lease, conveyance or disposition is made information shall be disclosed to the public (other than by reason of a corporation or limited liability company organized disclosure thereof by Landlord in violation of this Lease), Landlord shall not disclose the content of any information provided by Tenant to Landlord in connection with any Merger and existing under the laws of the United States of America, Sale Event to any state thereof party other than (i) Landlord's beneficiaries (or the District beneficial owners of Columbia; bany beneficiaries of Landlord) the Surviving Person (if other than the Company) expressly assumesor their respective accountants, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal ofconsultants or counsel, and premium, if any, and interest on, all the Notes Outstanding, (ii) Lender and the due Rating Agencies or their respective accountants, consultants or counsel. Tenant shall be responsible for all costs and punctual performance expenses of Landlord, Lender and/or the Rating Agencies (including reasonable attorneys' fees and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and dexpenses) in connection with the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with transactions contemplated by this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withSection.

Merger, Consolidation or Sale of Assets. (a) The Company shall not not: (i) consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Companysurvivor); or (ii) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided assets, in one transaction or a series of related transactions, or permit any of its Restricted Subsidiaries to enter into one transaction or a series of related transactions that, for in the avoidance of doubtaggregate, would result in a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, assignment, transfer, lease, conveyance or disposition) in one transaction other disposition of all or series substantially all of related transactions the assets of Azurix and its Restricted Subsidiaries on a consolidated basis, to any Person unless: a(i) either: (A) the Company shall be the continuing Person; or (B) the Person formed by or surviving Person (the “Surviving Person”) any such consolidation or the Surviving Person merger (if other than the Company) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, conveyance or other disposition of assets of the Company or its Restricted Subsidiaries shall have been made is made shall be a corporation or limited liability company Person organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia;, provided that such Person shall be a corporation formed under such laws unless, at or prior to the time of such consolidation, merger, or sale, assignment, transfer, lease, conveyance or other disposition, such a corporation shall, by execution and delivery to the Trustee of a supplemental indenture in compliance with this Indenture become a co-obligor in respect of the Notes and the Indenture; and b(ii) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes, assumes in writing by execution and delivery to the Trustee of a supplemental indenture in form reasonably satisfactory to compliance with this Indenture all the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment obligations of the principal of, and premium, if any, and interest on, all Company under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(iii) immediately before after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company or series the continuing Person or transferee would be able to Incur at least $1 of related transactions, no Default or Event of Default shall have occurred and be continuingDebt under Section 4.09(a); and d(v) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, has delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation or merger or sale, assignment, transfer, lease, conveyance or other disposition and the such supplemental indenture, if any, in respect thereto indenture comply with this Section 4.01 Indenture and that all conditions precedent in this Indenture therein relating to such transaction have been complied withsatisfied. If a transaction does not have as one of its purposes the evasion of the limitations imposed in this Section 5.01, then clause (iv) of this Section 5.01 shall not prohibit a transaction, the principal purpose of which is, as determined in good faith by the Board of Directors and evidenced by a Board Resolution, to change the state of incorporation of the Company.

Merger, Consolidation or Sale of Assets. Section 4.1 of the Base Indenture is amended and restated in its entirety and replaced with the following: (a) The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of Company’s assets pursuant whether as an entirety or substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions Person unless: a(i) either: (A) the Company shall be the surviving Person or continuing corporation; or (B) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company (the “Surviving Entity”): (1) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, or any state State thereof or the District of Columbia;; and b(2) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, Securities and the due performance of every covenant of the Securities and punctual performance and observance of all the covenants and conditions of this Indenture on the Company’s part to be performed by the Companyor observed; c(ii) immediately before and immediately after giving effect to such transaction or series and the assumption contemplated by clause (a)(i)(B)(2) of related transactionsthis Section 4.1, no Default or Event of Default shall have occurred and or be continuing; and d(iii) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with this Section 4.01 the applicable provisions of the Indenture and that all conditions precedent in this the Indenture relating to such transaction have been complied withsatisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the Company’s properties and assets, shall be deemed to be the transfer of all or substantially all of the Company’s properties and assets. (c) Upon any consolidation, combination or merger or any transfer of all or substantially all of the Company’s assets in accordance with the foregoing in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities with the same effect as if such surviving entity had been named as such.

Merger, Consolidation or Sale of Assets. The Unless provided otherwise in a Supplemental Indenture, the Company shall not consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property properties or assets in one or more related transactions, to another Person unless (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of a) the Company is the surviving corporation of such consolidation or its Subsidiaries shall not be deemed to be merger or the lessor or transferor in such sale, conveyance, lease or transfer; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company other disposition shall be the surviving Person have been made (the “Surviving Person”"Successor Company") (i) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation organized or limited liability company organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; b) the Surviving Person , and (if other than the Companyii) expressly assumes, by an indenture supplemental indenture in form reasonably satisfactory to the Trusteehereto, executed and delivered to the Trustee by such Surviving PersonTrustee, in form reasonably satisfactory thereto, all the obligations of the Company under the Notes and this Indenture pursuant to a Supplemental Indenture, including all obligations of the Company for due and punctual payment of the principal of, and premium, if any, and interest on, on all the Notes OutstandingNotes, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; contained herein or in any indenture supplemental hereto; (c) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default has occurred or Event of Default is continuing; and (d) the Company or such Person shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, delivered to the Trustee, an Officer’s Trustee and Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or sale, transfer, lease or conveyance and the such supplemental indenture, if any, in respect thereto indenture comply with this Section 4.01 Article 5 and that all conditions precedent in this Indenture herein for relating to such transaction have been complied withsatisfied.

Merger, Consolidation or Sale of Assets. (a) The Company shall not may not, directly or indirectly, consolidate or merge or consolidate with or into any other another Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into is the Companysurviving corporation) or sell, assign, transfer, convey, lease, convey divide or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of more related transactions transactions, to another person, unless: a(1) either: (A) the Company shall be is the surviving person or (B) the Person (the “Surviving Person”) formed by or the Surviving Person surviving any such consolidation or merger (if other than the Company) formed by such merger or consolidation or to which such sale, assignment, transfer, lease, conveyance conveyance, division or other disposition has been made (the “Surviving Entity”) is made shall be a corporation person organized or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b(2) the Surviving Person (if other than the Company) Entity expressly assumes, by pursuant to a supplemental indenture in form all Obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and; d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, in its reasonable judgment, an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 5.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction or series of transactions have been complied withsatisfied. (b) The sale, assignment, transfer, lease, conveyance, division or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge or consolidate with or into any other another Person (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of a wholly owned Subsidiary changing the Company's jurisdiction of incorporation to another State of the Company into the Company) United States), or sell, lease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its the Company and the Restricted Subsidiaries shall not be deemed to be any such sale(taken as a whole) or (b) adopt a Plan of Liquidation unless, transfer, lease, conveyance or dispositionin either case: (1) in one transaction or series of related transactions unless: aeither: (y) the Company shall will be the surviving or continuing Person; or (z) the Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by or surviving such consolidation or merger or consolidation or to which such sale, transfer, lease, conveyance or other disposition is made shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR") is a corporation or limited liability company organized and existing under the laws of any State of the United States of America, any state thereof America or the District of Columbia; b) , and the Surviving Person (if other than the Company) Successor expressly assumes, by supplemental indenture in form reasonably and substance satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofobligations of the Company under the Notes, and premium, if any, and interest on, all the Notes Outstanding, this Agreement and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; cRegistration Rights Agreement, (2) immediately before prior to and immediately after giving effect to such transaction or series and the assumption of related transactionsthe obligations as set forth in clause (1)(z) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and d, and (3) except in the case of a the consolidation or merger where the Surviving Person is other than of any Wholly-Owned Restricted Subsidiary with or into the Company, the Company shall deliver, or cause immediately after and giving effect to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureassumption of the obligations set forth in clause (1)(z) above and the incurrence of any Indebtedness to be incurred in connection therewith, if anyand the use of any net proceeds therefrom on a PRO FORMA basis, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating (i) the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction and (ii) the Company or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been complied withincurred in connection with such transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Except as provided in Sections 11.05 and 11.06, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor. Notwithstanding the foregoing, any Restricted Subsidiary may merge into the Company or another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The (a) Neither the Parent Guarantor nor the Company shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of whether or not the Company into Parent Guarantor or the Company) , as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of more related transactions transactions, to another Person unless: a(i) the Company shall be the resulting, surviving or transferee Person (the “Surviving Person”"SUCCESSOR PERSON") or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, or, any state or jurisdiction thereof; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis the Company, or the Successor Person or resulting company, as the case may be, could Incur at least $1.00 of Indebtedness under Section 4.09(a); PROVIDED, HOWEVER, that this clause (iii) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary, in connection with which no consideration, other than Common Stock in the Successor Person or the Company and cash payable upon exercise of dissenters' rights or for fractional shares, shall be issued or distributed to the stockholders of the Parent Guarantor or the Company, as applicable; (iv) the Successor Person assumes by supplemental indenture all of the obligations of the Parent Guarantor under its Guarantee of the Notes or the obligations of the Company on the Notes, as applicable, and in either case under this Indenture; and (v) the Company delivers to the Trustee an Officers' Certificate in accordance with Sections 13.04 and 13.05, attaching the arithmetic computations to demonstrate compliance with clause (iii) of this Section 5.01(a), and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer complies with this provision and that all conditions precedent provided for herein relating to such transaction have been satisfied. Clause (iii) of this Section 5.01(a) above shall not apply if, in the good faith determination of the Board of Directors of each of the Parent Guarantor and the Company, the principal purpose of the transaction is to change the state of incorporation of the Parent Guarantor or the Company, as the case may be, and the transaction does not have as one of its purposes the evasion of the foregoing limitations. (b) Except in connection with an Asset Sale effected as a merger or conveyance, transfer or lease of all or substantially all of the assets of a Subsidiary Guarantor in which the Parent Guarantor or its applicable Restricted Subsidiary complies with Section 4.11, the Parent Guarantor shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (i) the resulting, surviving or transferee Person (if not the Subsidiary Guarantor) will be a Person organized and existing under the laws of the jurisdiction under which that Subsidiary Guarantor was organized or under the laws of the United States of America, or any state thereof or the District of Columbia; b) the Surviving , and that Person (if other than the Company) will expressly assumesassume, by a supplemental indenture in a form reasonably satisfactory to the Trustee, executed and delivered to all the Trustee by such Surviving Person, the due and punctual payment obligations of the principal of, and premiumSubsidiary, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Companyunder its Subsidiary Guaranty; c(ii) immediately before and immediately after giving effect to such that transaction or series transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of related transactionsthe resulting, surviving or transferee Person as a result of the transaction as having been issued by that Person at the time of the transaction), no Default or Event of Default shall have occurred and be continuing; and d(iii) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, delivers to the TrusteeTrustee an Officers' Certificate in accordance with Sections 13.04 and 13.05, an Officer’s Certificate attaching the arithmetic computations to demonstrate compliance with clause (i) of this Section 5.01(b), and an Opinion of Counsel, in each case stating that such transaction and the supplemental indentureconsolidation, if any, in respect thereto comply merger or transfer complies with this Section 4.01 provision and that all conditions precedent in this Indenture provided for herein relating to such transaction have been complied withsatisfied. (c) The provisions of Sections 5.01(a) and (b) shall not apply to: (i) any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Restricted Subsidiary of the Company; (ii) a sale, lease or other disposition of all or substantially all of the property and assets of a Restricted Subsidiary of the Company to the Company or a Wholly Owned Restricted Subsidiary of the Company; or (iii) the release of any Guarantor in accordance with the terms of its Guarantee of the Notes and this Indenture in connection with any transaction complying with the provisions of Section 4.11.

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge or consolidate with or into any other Person (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of a wholly owned Subsidiary changing the Company's jurisdiction of incorporation to another State of the Company into the Company) United States), or sell, lease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its the Company and the Restricted Subsidiaries shall not be deemed to be any such sale(taken as a whole) or (b) adopt a Plan of Liquidation unless, transfer, lease, conveyance or dispositionin either case; (i) in one transaction or series of related transactions unlesseither: a(1) the Company shall will be the surviving or continuing Person; or (2) the Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by or surviving such consolidation or merger or consolidation or to which such sale, transfer, lease, conveyance or other disposition is made shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "Successor") is a corporation or limited liability company organized and existing under the laws of any State of the United States of America, any state thereof America or the District of Columbia; b) , and the Surviving Person (if other than the Company) Successor expressly assumes, by supplemental indenture in form reasonably and substance satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofobligations of the Company under the Notes, and premium, if any, and interest on, all the Notes Outstanding, this Agreement and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyRegistration Rights Agreement; c(ii) immediately before prior to and immediately after giving effect to such transaction or series and the assumption of related transactionsthe obligations as set forth in clause (i)(2) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and d(iii) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause immediately after and giving effect to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureassumption of the obligations set forth in clause (i)(2) above and the incurrence of any Indebtedness to be incurred in connection therewith, if anyand the use of any net proceeds therefrom on a pro forma basis, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating (1) the Consolidated Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been complied withincurred in connection with such transaction. Except as provided in Sections 10.04 and 10.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, any Restricted Subsidiary may merge into the Company or another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate with, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company as an entirety or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) substantially an entirety in one transaction or a series of related transactions transactions) to any Person or permit any Person to merge with or into the Company unless: a: (i) the Company shall be the surviving Person (the “Surviving continuing Person”) , or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which the Company is merged or that acquired or leased such sale, transfer, lease, conveyance or disposition is made property and assets of the Company shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state jurisdiction thereof or the District of Columbia; b) the Surviving Person (if other than the Company) and shall expressly assumesassume, by a supplemental indenture in form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment all of the principal of, and premium, if any, and interest on, obligations of the Company on all of the Notes Outstanding, and under the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; cIndenture; (ii) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d(iii) in the case of immediately after giving effect to such transaction on a merger where the Surviving Person is other than PRO FORMA basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.07; PROVIDED that this clause (iii) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company shall deliverif all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, or cause to be deliveredas the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the Trusteetransaction, shall be deemed to have been Incurred) for all purposes of the Indenture; and (iv) the Company delivers to the Trustee an Officer’s Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an Opinion opinion of Counselcounsel, in each case stating that such transaction consolidation, merger or transfer and the such supplemental indenture, if any, in respect thereto comply indenture complies with this Section 4.01 provision and that all conditions precedent in this Indenture provided for herein relating to such transaction have been complied compiled with; PROVIDED, HOWEVER, that clause (iii) above will not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a resolution of the Board of Directors, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Subsidiary Guarantors.

Merger, Consolidation or Sale of Assets. The Company Borrower shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Borrower to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Borrower’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Borrower and the Borrower’s Restricted Subsidiaries) to any secured debt instrument of Person unless (i) either: (a) the Company Borrower shall be the surviving or its Subsidiaries shall not be deemed to be any continuing corporation; or (b) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or disposition) in one transaction or series other disposition the properties and assets of related transactions unless: a) the Company shall be Borrower and of the surviving Person Borrower’s Restricted Subsidiaries substantially as an entirety (the “Surviving PersonEntity”): (x) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; b; and (y) shall expressly assume all the Surviving Person (if Obligations of the Borrower under this Agreement and the Loans pursuant to supplements to the Loan Documents or other than the Company) expressly assumes, by supplemental indenture documents or instruments in form reasonably satisfactory to the Trustee, executed and delivered to Administrative Agent; (ii) except in the Trustee by such Surviving Person, the due and punctual payment case of a merger of the principal ofBorrower with or into a Wholly Owned Restricted Subsidiary of the Borrower and except in the case of a merger entered into solely for the purpose of reincorporating the Borrower in another jurisdiction, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of related transactionssuch transaction), the Borrower or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 5.03(i), (iii) except in the case of a merger of the Borrower with or into a Wholly Owned Restricted Subsidiary of the Borrower and except in the case of a merger entered into solely for the purpose of reincorporating the Borrower in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; and dand (iv) in the case of a merger where Borrower or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and the supplemental indenture, such supplements (if any, in respect thereto ) comply with this Agreement. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Borrower the Capital Stock of which constitutes all or substantially all of the properties and assets of the Borrower, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower. However, transfer of assets between or among the Borrower and its Restricted Subsidiaries will not be subject to this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied with5.11.

Merger, Consolidation or Sale of Assets. The Company (a) MBIA shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument Person, unless (i) (A) in the case of a merger or consolidation, MBIA is the Company surviving corporation or its Subsidiaries shall (B) in the case of a merger or consolidation where MBIA is not be deemed to be the surviving corporation and in the case of any such sale, transferconveyance, leasetransfer or other disposition, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition successor corporation is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state or a State thereof or the District of Columbia; b) the Surviving Person (if other than the Company) and such corporation expressly assumes, assumes by supplemental indenture in form reasonably satisfactory fiscal agency agreement all the obligations of MBIA under the Notes and this Agreement, (ii) at the time of any such merger or consolidation, or such sale, conveyance, transfer or other disposition, MBIA shall not have failed to make payment of the interest on, principal of or Redemption Price or Make Whole Redemption Price with respect to the Trustee, executed Notes after having satisfied the Payment Restrictions and (iii) MBIA has delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, Fiscal Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenturemerger, if anyconsolidation, in respect thereto comply sale, conveyance, transfer or other disposition complies with this Section 4.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction and supplemental fiscal agency agreement, if any, have been complied with. In the event of the assumption by a successor corporation of the obligations of MBIA as provided in clause (i)(B) of the immediately preceding sentence, such successor corporation shall succeed to and be substituted for MBIA under this Agreement and the Notes and all such obligations of MBIA shall terminate. (b) Upon any merger, consolidation or any sale, conveyance, transfer or other disposition of all or substantially all of the assets of MBIA in accordance with this Section 6.01, the successor corporation formed by such consolidation, or the corporation into which MBIA is merged or to which such sale, conveyance, transfer or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, MBIA under this Agreement with the same effect as if such successor corporation had been named as MBIA herein.

Merger, Consolidation or Sale of Assets. The Company (a) Delta shall not merge into or consolidate with any other Person, or into permit any other Person (other than a merger of a wholly owned Subsidiary of the Company to merge into the Company) or consolidate with it, or sell, transfer, lease, convey lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its property assets (provided thatin each case, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company whether now owned or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionhereafter acquired) in one transaction or series of related transactions unless: a(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactionsthereto no Early Amortization Event, no Default or Event of Default shall have occurred and be continuing; (2) Delta is the surviving corporation or, if otherwise, (x) such other Person or continuing corporation (the “Successor Company”) shall (A) be an “air carrier” within the meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49; (B) be a United States Citizen; (C) be an air carrier and hold an air carrier operating certificate and other operating authorizations issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as currently in effect or as may be amended or recodified from time to time; and (D) except as specifically permitted herein or in the Collateral Documents, possess all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations, frequencies and consents which are material to the conduct of its business and operations as currently conducted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and d(3) in the case of a merger where the Surviving Person is other than the Successor Company, the Successor Company shall deliver(A) execute, prior to or cause to be deliveredcontemporaneously with the consummation of such transaction, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureagreements, if any, as are in the reasonable opinion of the Administrative Agent, necessary to evidence the assumption by the Successor Company of liability for all of the obligations of Delta hereunder and under the other Loan Documents and (B) cause to be delivered to the Administrative Agent and the Lenders such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clause (A) and (C) provide such information as each Lender or the Administrative Agent reasonably requests in order to perform its “know your customer” due diligence with respect thereto comply to the Successor Company. Upon any consolidation or merger in accordance with this Section 4.01 6.10(a) in any case in which Delta is not the surviving corporation, the Successor Company shall succeed to, and that all conditions precedent be substituted for, and may exercise every right and power of, Delta under this Agreement with the same effect as if such Successor Company had been named as “Delta” herein. No such consolidation or merger shall have the effect of releasing Delta or any Successor Company which theretofore shall have become a successor to Delta in the manner prescribed in this Indenture relating Section 6.10(a) from its liability with respect to such transaction have been complied withany Loan Document to which it is a party. (b) Delta shall not liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) No SPV Party shall: (i) consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties, in one or more related transactions, to another Person.

Merger, Consolidation or Sale of Assets. The Neither the Company nor the Parent Guarantor shall not merge or consolidate with or merge into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (a) the Person formed by such consolidation or into which the Company or the Parent Guarantor, as applicable, is merged or the Person which acquires by sale, conveyance or transfer, leaseor which leases, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties and assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such salethe Parent Guarantor, transfer, lease, conveyance or dispositionsubstantially as an entirety (i) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; bColumbia and (ii) the Surviving Person (if other than the Company) shall expressly assumesassume, by an Indenture supplemental indenture thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Personobligations of the Company and/or the Parent Guarantor, as applicable, for the due and punctual payment of the principal of, and premium, if any, and interest oninterest, including Additional Interest, if any, on all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions every covenant of this Indenture on the part of the Company or on the part of the Parent Guarantor to be performed by the Companyor observed; c(b) immediately before and immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default shall have occurred and be continuing; and d(c) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliveror the Parent Guarantor, as applicable, or cause to be delivered, such Person shall have delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger, conveyance, transfer or lease and the such supplemental indenture, if any, in respect thereto Indenture comply with Article 5 of this Section 4.01 Indenture and that all conditions precedent in this Indenture provided for relating to such transaction have been complied withsatisfied; PROVIDED, HOWEVER, that this Section 5.01 shall apply only to a merger or consolidation in which the Company or a Guarantor, as applicable, is not the surviving corporation and to sales, conveyance, leases and transfers by the Company and the Parent Guarantor as transferor or lessor.

Merger, Consolidation or Sale of Assets. The Company Except for the Transactions, the Escrow Merger and the Assumption (each of which is explicitly permitted), the Issuer or, following consummation of the Transactions, the Escrow Merger and the Assumption, the Company, shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign, convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: (a) the Company Issuer or the Company, as applicable, shall be the successor or continuing Person or, if the Issuer or the Company, as applicable, is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) Columbia that expressly assumes all of the Surviving Person (if other than Issuer’s or the Company) expressly assumes’s obligations, by supplemental indenture in form reasonably satisfactory as applicable, under the Notes, the Indenture and this Third Supplemental Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(c) the Issuer, Company or the Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction or series of transactions and any supplement hereto complies with the terms of the Indenture and this Third Supplemental Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Issuer’s or the Company’s assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer or the Company, as applicable under the Indenture and this Third Supplemental Indenture with the same effect as if such Surviving Entity had been named as the Company. The Issuer or the Company, as applicable, shall (except in the case of a merger where lease) be discharged from all obligations and covenants under the Surviving Person is other than Indenture and this Third Supplemental Indenture and any Notes issued hereunder, and may be liquidated and dissolved. Notwithstanding the Companyforegoing, the Company shall deliver, Issuer may merge or cause to be delivered, to consolidate with the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction Parent Guarantor and the supplemental indenture, if any, in respect thereto comply Company may merge or consolidate into or with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withany Subsidiary Guarantor.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of Person, and the Company into the Company) shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, transferor convey, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed and the Restricted Subsidiaries, taken as a whole, to be any such salePerson, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) (x) the Company shall be the surviving Person or the resulting, surviving or transferee Person (the “Surviving Person”"SUCCESSOR COMPANY") or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company Person organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia; bColumbia and (y) the Surviving Person Successor Company (if other than not the Company) shall expressly assumesassume, by an indenture supplemental indenture in form reasonably satisfactory to the Trusteethereto, executed and delivered to the Trustee by such Surviving PersonTrustee, in form satisfactory to the due and punctual payment of the principal of, and premium, if any, and interest onTrustee, all the Notes Outstandingobligations of the Company under the Notes, the Indenture and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyRegistration Rights Agreement; c(2) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or series any Subsidiary as a result of related transactionssuch transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to the Leverage Ratio Exception, or (b) the Successor Company has a Consolidated Leverage Ratio that is no higher than that of the Company immediately prior to giving effect to such transaction; and d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any) comply with the provisions of this Indenture. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in respect thereto comply with this Section 4.01 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 that assets of the Company, shall be deemed to be the transfer of all conditions precedent in this Indenture relating or substantially all of the properties and assets of the Company. However, transfer of assets between or among the Company and its Restricted Subsidiaries will not be subject to such transaction have been complied withthe foregoing covenants.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: (a) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of England and Wales, the United States of America, or any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(c) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture and constitutes the legal, valid and binding obligation of the Company or the Surviving Entity, enforceable against it in accordance with its terms. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Surviving Person is other than above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company, the Company shall deliver, or cause to be delivered, to the Trustee, . Neither an Officer’s Certificate and nor an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, Counsel shall be required to be delivered in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withconnection therewith.

Merger, Consolidation or Sale of Assets. The Neither the Company nor Holdings shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transfer, lease, convey convey, transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of and assets pursuant substantially as an entirety to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions another entity unless: a(1) The Company or Holdings is the surviving entity, as applicable, or (2) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (successor entity, if other than the Company) formed by such merger Company or consolidation or to which such saleHoldings, transferis a U.S. corporation, leasepartnership, conveyance or disposition is made shall be a corporation or limited liability company organized or trust and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, assumes by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal ofCompany’s or Holdings’ obligations, as applicable, under the Notes or the Notes Guarantee, respectively, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(b) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have Default, and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; (c) as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this Section 5.01, properties or assets of the Company or Holdings or any of its Subsidiaries would become subject to any Lien that would not be continuingpermitted by Section 4.08 without equally and ratably securing the Notes, the Company or the Guarantor or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the Notes equally and ratably with, or prior to, all Indebtedness secured by those Liens as described above, such Lien securing the Notes to be effective only for so long as such properties or assets shall remain subject to such additional Lien; and (d) in the case of a merger where the Surviving Person is other than the Company, the Company or the surviving entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee (x) an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction the conditions in (a), (b) and the supplemental indenture, if any, in respect thereto comply (c) above have been complied with this Section 4.01 and that all any other conditions precedent in this Indenture relating to such transaction have been complied withsatisfied and (y) an Opinion of Counsel stating that the conditions in (a) above have been satisfied and any other conditions precedent in this Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (i) The Company Issuer shall not consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of Transfer all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of properties or assets pursuant to any secured debt instrument of the Company or Issuer and its Subsidiaries Restricted Subsidiaries, taken as a whole, and (ii) the Issuer shall not be deemed to be permit any such saleof its Restricted Subsidiaries to, transfer, lease, conveyance or disposition) in one a single transaction or a series of related transactions transactions, Transfer all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in each case, to, another Person unless: a(1) the Company Issuer shall be the surviving Person (the “Surviving Person”) continuing corporation, or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made successor shall be a corporation or corporation, limited liability company or partnership organized and existing under the laws of the United States of Americaor a state thereof, any state thereof or the District of Columbia; b) , or any territory thereof (the Surviving Person (if other than the “Successor Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding”), and the due Successor Company expressly assumes by a supplemental indenture or amendment of the relevant documents the Issuer’s obligations under the Notes and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have occurred and or be continuing; (3) immediately after giving pro forma effect to such transaction, (a) Issuer or the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to the first proviso in Section 4.09(a), or (b) the Consolidated Fixed Charge Coverage Ratio for the Issuer or the Successor Company would not be less than immediately prior to such transaction; (4) each Subsidiary Guarantor, if any, shall have by supplemental indenture confirmed that its Guarantee shall apply to each such Person’s Obligation under this Indenture and the Notes; (5) to the extent any property or assets of the Successor Company are property or assets of the type that would constitute Collateral under the First Lien Notes Security Documents, the Successor Company will take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture and the First Lien Notes Security Documents in the manner and to the extent required by this Indenture or any of the First Lien Notes Security Documents and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture and the First Lien Notes Security Documents; (6) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Company shall (a) continue to constitute Collateral under this Indenture and the First Lien Notes Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 4.13; (7) the Successor Company shall become a party to the First Lien Notes Security Documents; and d) in (8) the case of a merger where the Surviving Person is other than the Company, the Company Issuer shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Indenture. (b) This Section 4.01 5.01 shall not apply to any Transfer of assets (i) between or among the Issuer and any one or more of its Restricted Subsidiaries that are Guarantors, (ii) between or among any one or more of the Issuer’s Restricted Subsidiaries that are Guarantors or (iii) between or among any one or more of the Issuer’s Restricted Subsidiaries that are not Guarantors. Clause (2) of Section 5.01(a) (and the requirement to deliver an Officer’s Certificate and an Opinion of Counsel) shall not apply to (1) any merger or consolidation of the Issuer with or into, or Transfer of all conditions precedent in this Indenture relating of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to such transaction have been complied withone of its Restricted Subsidiaries that is a Guarantor for any purpose or (2) any merger or consolidation of the Issuer or a Restricted Subsidiary solely for the purpose of reincorporating the Issuer or a Restricted Subsidiary into another state of the United States, the District of Columbia or any territory of the United States.

Merger, Consolidation or Sale of Assets. The Company (a) Delta shall not merge into or consolidate with any other Person, or into permit any other Person (other than a merger of a wholly owned Subsidiary of the Company to merge into the Company) or consolidate with it, or sell, transfer, lease, convey lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its property assets (provided thatin each case, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company whether now owned or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionhereafter acquired) in one transaction or series of related transactions unless: a(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactionsthereto no Early Amortization Event, no Default or Event of Default shall have occurred and be continuing; (2) Delta is the surviving corporation or, if otherwise, (x) such other Person or continuing corporation (the “Successor Company”) shall (A) be an “air carrier” within the meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49; (B) be a United States Citizen;(C) be an air carrier and hold an air carrier operating certificate and other operating authorizations issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as currently in effect or as may be amended or recodified from time to time; and (D) except as specifically permitted herein or in the Collateral Documents, possess all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations, frequencies and consents which are material to the conduct of its business and operations as currently conducted, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and d(3) in the case of a merger where the Surviving Person is other than the Successor Company, the Successor Company shall deliver(A) execute, prior to or cause to be deliveredcontemporaneously with the consummation of such transaction, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureagreements, if any, as are in the reasonable opinion of the Administrative Agent, necessary to evidence the assumption by the Successor Company of liability for all of the obligations of Delta hereunder and under the other Loan Documents and (B) cause to be delivered to the Administrative Agent and the Lenders such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clause (A) and (C) provide such information as each Lender or the Administrative Agent reasonably requests in order to perform its “know your customer” due diligence with respect thereto comply to the Successor Company. Upon any consolidation or merger in accordance with this Section 4.01 6.10(a) in any case in which Delta is not the surviving corporation, the Successor Company shall succeed to, and that all conditions precedent be substituted for, and may exercise every right and power of, Delta under this Agreement with the same effect as if such Successor Company had been named as “Delta” herein. No such consolidation or merger shall have the effect of releasing Delta or any Successor Company which theretofore shall have become a successor to Delta in the manner prescribed in this Indenture relating Section 6.10(a) from its liability with respect to such transaction have been complied withany Loan Document to which it is a party. (b) Delta shall not liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) No SPV Party shall: (i) consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties, in one or more related transactions, to another Person.

Merger, Consolidation or Sale of Assets. (a) The Company shall not Issuer will not: (x) consolidate or merge or consolidate with or into any other Person Person; or (other than a merger of a wholly owned Subsidiary of the Company into the Companyy) or sell, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided thatassets, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or a series of related transactions transactions, to any Person unless: a(i) either (x) the Company shall be Issuer is the continuing Person or (y) the resulting, surviving or transferee Person (the “Surviving PersonCompany”) or the Surviving Person is a corporation, partnership (if other than the Company) formed by such merger or consolidation or to which such saleincluding a limited partnership), transfer, lease, conveyance or disposition is made shall be a corporation trust or limited liability company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) Columbia and expressly assumes, assumes by supplemental indenture in form reasonably satisfactory to (or other agreement or supplement, as applicable) all of the Trustee, executed and delivered to obligations of its predecessor under the Trustee by such Surviving PersonIndenture, the due and punctual payment of Notes, the principal of, and premium, if any, and interest on, all the Notes Outstanding, Note Guaranties and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Companyother Note Documents, as applicable; c(ii) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have has occurred and be is continuing; and d(iii) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, Issuer delivers to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction the consolidation, merger or transfer and the supplemental indentureindenture (or other agreement or instrument, as applicable) (if any) comply with the Indenture and that such supplemental indenture (or such other agreement or instrument, as applicable) (if any) has been duly authorized, executed and delivered and constitutes a valid and legally binding and enforceable obligation of the Surviving Company, subject to customary exceptions; provided, that clauses ‎(ii) and ‎(ii) shall not apply (A) to the consolidation, merger, sale, conveyance, transfer or other disposition of the Issuer with or into a Wholly Owned Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Wholly Owned Subsidiary with or into the Issuer or (B) if, in the good faith determination of the Board of Directors of the Issuer, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of formation or incorporation of the Issuer. (b) The Issuer shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons. (c) Upon the consummation of any transaction effected in accordance with these provisions, if anythe Issuer is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, the Notes, the Note Guaranties and the other Note Documents, as applicable, with the same effect as if such Successor Company had been named as the Issuer in the Indenture. Upon any such substitution, except for its sale, conveyance, transfer or disposition of less than all its assets, the Issuer will be released from its obligations under the Indenture, the Notes and the other Note Documents. (d) No Guarantor may (i) consolidate or merge with or into any Person, or (ii) sell, convey, transfer or otherwise dispose of all or substantially all of the Guarantor’s assets, in respect thereto comply one transaction or a series of related transactions, to any Person, in each case of subparts (i) and (ii), unless: (A) the other Person is the Issuer or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with this Section 4.01 the transaction; or (B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of the Guarantor under its Note Guaranty and the other Note Documents; and (2)immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Issuer or a Subsidiary) in a transaction or other circumstance that all conditions precedent in this Indenture relating to such transaction have been complied withdoes not violate the Indenture.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or combine with or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or, directly or indirectly, sell, transferassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), convey, lease, convey transfer or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company Person or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) Persons in one a single transaction or through a series of related transactions transactions, unless: a(1) the Company shall be the successor or continuing Person or, if the Company is not the successor or continuing Person, the resulting, surviving or transferee Person (the “Surviving PersonEntity”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state State thereof or the District of Columbia; b) the Surviving Person (if other than Columbia that expressly assumes all of the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory ’s obligations under the Securities and this Indenture pursuant to the Trustee, a supplement hereto executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyTrustee; c(2) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have has occurred and be is continuing; and d(3) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that the transaction or series of related transactions and any supplement hereto complies with the terms of this Indenture. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of its assets occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such Surviving Entity had been named as the Company. The Company shall (except in the case of a merger where lease) be discharged from all obligations and covenants under this Indenture and any Securities issued hereunder, and may be liquidated and dissolved. Notwithstanding the Surviving Person is other than the Companyforegoing, the Company shall delivermay merge or consolidate into or with, or cause to be delivereddirectly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all of its assets, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withany Guarantor.

Merger, Consolidation or Sale of Assets. The Company shall not in any transaction or series of related transactions, consolidate with, or merge with or consolidate into, any other Person or permit any other Person to merge with or into any other Person the Company (other than a merger of a wholly owned Restricted Subsidiary of the Company into the Company) Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of Property and assets pursuant to any secured debt instrument of the Company or and its Restricted Subsidiaries shall not be deemed taken as a whole to be any such saleother Person, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: (a) either (i) the Company shall be the surviving Person continuing corporation or (ii) the “Surviving Person”) or the Surviving Person corporation (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, leaselease or disposition, conveyance all or disposition is made substantially all of the Property and assets of the Company and its Restricted Subsidiaries taken as a whole (any such corporation or Person being the "Surviving Entity") shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, any political subdivision thereof, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) , and shall expressly assumesassume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, of (and premium, if any, ) and interest on, on all the Notes Outstanding, and the due performance of every covenant and punctual performance and observance of all the covenants and conditions of obligation in this Indenture on the part of the Company to be performed by the Companyor observed; c(b) immediately before and immediately after giving effect to such transaction or series of related transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of related transactions), no Default or Event of Default shall have occurred and be continuing; (c) immediately after giving effect to such transaction or series of related transactions on a PRO FORMA basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company (or the Surviving Entity, if the Company is not continuing) would (A) be permitted to Incur $1.00 of additional Indebtedness under Section 4.09(a) hereof and (B) have a Consolidated Net Worth that is not less than the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (d) in if, as a result of any such transaction, Property of the case Company would become subject to a Lien prohibited by the provisions of a merger where the Surviving Person is Indenture described under Section 4.12 hereof, the Company or the successor entity to the Company shall have secured the Notes as required thereby. In connection with any consolidation, merger, conveyance, lease or other than the Companydisposition contemplated by this Section 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger, conveyance, lease or disposition and the any supplemental indenture, if any, indenture in respect thereto comply with this Section 4.01 Article V and that all conditions precedent in this Indenture herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall Issuer will not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) merge with or sellinto, transferor convey, lease, convey transfer or otherwise dispose of lease all or substantially all of its property (provided thatassets to, for the avoidance of doubtany Person, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a(1) the Company shall be Issuer is the surviving corporation or the resulting, surviving or transferee Person other than the Issuer (the “Surviving PersonSuccessor Company”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall will be a corporation or limited liability company organized and existing under the laws of any country that is a Member State, Bermuda, the United States of America, any state State thereof or the District of Columbia; b) Columbia and the Surviving Person (if other than the Company) Successor Company will expressly assumesassume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, executed and delivered to all the Trustee by such Surviving Person, the due and punctual payment obligations of the principal of, and premium, if any, and interest on, all Issuer under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyIndenture; c(2) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Issuer which becomes an obligation of the Successor Company or series any Restricted Subsidiary as a result of related transactionssuch transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, the Issuer, if it is the surviving corporation, or the Successor Company, would be able to Incur an additional £1.00 of Indebtedness under paragraph (a) of Section 4.09; (4) each Note Guarantor (unless it is the other party to the transaction above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes; and (5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the provisions described in this paragraph; provided, that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clauses (2) and (3) above and as to any matters of fact. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, but the predecessor Issuer in the case of a conveyance, transfer or lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Notes. Clauses (2) and (3) of this section 5.01(a) will not apply to any transaction in which (A) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its properties and assets to the Issuer or (B) the Issuer consolidates or merges with or into or transfers all or substantially all of its assets to (i) an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction or changing its legal structure to a corporation or other entity or (ii) a Restricted Subsidiary so long as all assets of the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. (b) The Company and each Note Guarantor will not, and each Note Guarantor and the Issuer will not permit any Subsidiary Guarantor to, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (1) the resulting, surviving or transferee Person if other than such Note Guarantor (the “Successor Guarantor”) will be a corporation organized and existing under the laws of a country that is a Member State, Bermuda, the United States of America, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of such Note Guarantor under its Note Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of such Note Guarantor which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and d(3) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, Issuer will have delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and the such supplemental indenture, indenture (if any, in respect thereto ) comply with this Section 4.01 Indenture; provided that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clause (2) above and as to any matters of fact. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor; provided, however, that neither the Company nor any Restricted Subsidiary shall be permitted to consolidate with, merge into or transfer all conditions precedent in this Indenture relating or part of its properties and assets to any Intermediate Guarantor or any Subsidiary Guarantor if following such consolidation, merger or transfer such Intermediate Guarantor or such Subsidiary Guarantor would be prohibited by applicable law from continuing to provide a Note Guarantee or the amount of such Note Guarantee would be required to be limited to a greater extent than immediately prior to such transaction have been complied withconsolidation, merger or transfer.

Merger, Consolidation or Sale of Assets. (a) The Company and the Guarantors, considered as a whole, shall not not, in any transaction or series of related transactions, merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) into, or sell, transferassign, leaseconvey, convey transfer or otherwise dispose of all or its properties and assets substantially all of its property (provided thatas an entirety to, for the avoidance of doubtany Person, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries and shall not be deemed permit any of their Restricted Subsidiaries to be enter into any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions transactions, unless, at the time and after giving effect thereto: a(i) either: (A) if the transaction or series of transactions is a consolidation of the Company with or a merger of the Company with or into any other Person, the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by of such merger or consolidation, or (B) the Person formed by any consolidation with or merger with or into the Company, or to which the properties and assets of the Company or the Company and its Restricted Subsidiaries, taken as a whole, as the case may be, substantially as an entirety are sold, assigned, conveyed or otherwise transferred (any such salesurviving Person or transferee Person referred to in this clause (B) being the "Surviving Entity"), transfer, lease, conveyance or disposition is made shall be a corporation or corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) Columbia and shall expressly assumes, assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Company's obligations under the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Companyand, in each case, this Indenture, as so supplemented, shall remain in full force and effect; c(ii) immediately before and immediately after giving effect to such transaction or series of related transactions on a pro forma basis including any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing; and d(iii) the Company or the Surviving Entity shall, 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 period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.9(a) or (B) in the case of such transaction with another Sprint PCS Affiliate (including a Wholly-Owned Subsidiary or Sprint PCS Affiliate Parent of a Sprint PCS Affiliate) (1) in the event that such transaction occurs on or after December 31, 2005 only, the Consolidated Debt to Annualized Operating Cash Flow Ratio would decrease as compared to the Consolidated Debt to Annualized Operating Cash Flow Ratio immediately prior to such transaction or (2) in the event that such transaction occurs prior to December 31, 2005 only, the ratio of Consolidated Debt to Total Invested Capital would decrease as compared to the ratio of Consolidated Debt to Total Invested Capital immediately prior to such transaction; provided, however, that the foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer or other disposition of the properties and assets by any Restricted Subsidiary to the Company or any other Restricted Subsidiary, or the merger where or consolidation of any Restricted Subsidiary with or into the Surviving Person is Company or any other than Restricted Subsidiary. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or assets of one or more Subsidiaries, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) In connection with any consolidation, merger, sale, assignment, conveyance, transfer or other disposition contemplated by the foregoing provisions of this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, or other disposition and the supplemental indenture in respect thereof, required under clause (a)(i)(B) of this Section 5.1, comply with the requirements of the Indenture and an Opinion of CounselCounsel to such effect. Each such Officers' Certificate shall set forth the manner of determination of the Company's compliance with clause (a)(iii) of this Section 5.1. (d) For all purposes under this Indenture and the Notes, each stating that including the provisions described in this Section 5.1 and Sections 4.9 and 4.20, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to Section 4.20 and all Indebtedness of the supplemental indenture, if any, in respect thereto comply with this Section 4.01 Surviving Entity and its Subsidiaries that all conditions precedent in this Indenture relating was not Indebtedness of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been complied withincurred upon such transaction or series of transactions.

Merger, Consolidation or Sale of Assets. (a) The Company shall not Partnership may not: (A) consolidate or merge or consolidate with or into any other another Person (other than a merger regardless of a wholly owned Subsidiary of whether the Company into Partnership is the Companysurviving Person); or (B) directly or indirectly sell, lease, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided thatproperties or assets, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of more related transactions transactions, to another Person, unless: a(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by or resulting from any such consolidation or merger or consolidation or to which such saleassets have been sold, transferleased, leaseassigned, conveyance transferred, conveyed or disposition otherwise disposed of (the “Successor Company”) is made shall be a corporation the Partnership or limited liability company expressly assumes by Supplemental Indenture all of the Partnership’s obligations and liabilities under this Indenture, the Notes and any other Note Documents; (2) the Successor Company is organized and existing under the laws of the United States of AmericaStates, any state thereof or commonwealth within the United States, or the District of Columbia; b(3) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default shall have has occurred and be is continuing; and; d(4) in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, Partnership has delivered to the Trustee, Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, if anymerger , in respect thereto comply sale, lease, assignment, transfer, conveyance or other disposition complies with this Section 4.01 Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; and (5) if the transaction takes place during a Security Requirement Period, Collateral owned by or transferred to the Successor Company shall: (i) continue to constitute Collateral under this Indenture and the Collateral Documents; (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes; and (iii) not be subject to any Lien other than Permitted Liens. (b) If the Partnership sells, assigns, transfers or otherwise disposes of all or substantially all of its assets, it shall be released from all liabilities and obligations under this Indenture and under the Notes except that no such release will occur in the case of a lease of all or substantially all of its assets. (c) This Section 5.01 shall not apply to (1) a merger or consolidation of the Partnership with an Affiliate solely for the purpose of organizing the Partnership in another jurisdiction within, or converting the Partnership into a corporation governed by the laws of, the United States, any state or commonwealth within the United States, or the District of Columbia; or (2) any merger or consolidation, or any sale, lease, assignment, transfer, conveyance or other disposition of assets between or among the Partnership and the Subsidiary Guarantors. (d) An event described in clause (a)(B) above shall be subject to the provisions of this Section 5.01 and shall not constitute an Event of Default if the Partnership fails to comply with its obligations under Section 4.08.

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Restricted Subsidiaries) to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionPerson unless (i) in one transaction or series of related transactions unless: either: (a) the Company shall be the surviving Person or continuing corporation; or (b) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; b; and (y) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due performance of every covenant and punctual performance and observance all obligations of all the covenants and conditions of Company under the Notes, this Indenture and the Registration Rights Agreement to be performed by or observed on the part of the Company; c; (ii) immediately before except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of related transactionssuch transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof, (iii) except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; and dand (iv) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets (i) between or among the Company and its Restricted Subsidiaries, (ii) between and among Foreign Subsidiaries that are Restricted Subsidiaries or (iii) from Foreign Subsidiaries to the Company or a Guarantor will not be subject to this Section 5.01.

Merger, Consolidation or Sale of Assets. The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this the Indenture to be performed by the Company; c) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and d) in the case of a merger or consolidation where the Surviving Person is other than the Company or such a sale, transfer, lease, conveyance or disposition, the Company, the Company Surviving Person or the entity (if other than the Company) to which such sale, transfer, lease, conveyance or disposition is made, shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 4.01 4.1 and that all conditions precedent in this the Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Parent and the Company. Neither the Parent nor the Company shall shall, in any transaction or series of related transactions, consolidate with or merge with or into (whether or not merge the Parent or consolidate the Company, as the case may be, survives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Parent to sell, assign, convey, transfer, lease or otherwise dispose of) all or substantially all of the property and assets of, in the case of the Parent, the Parent and its Restricted Subsidiaries, taken as a whole, and, in the case of the Company, the Company and its Restricted Subsidiaries, taken as a whole, whether as an entirety or substantially as an entirety, to any Person, unless (i) either: (A) if the transaction or series of transactions is a consolidation of the Parent or the Company with or a merger of the Parent or the Company with or into any other Person, the Parent or the Company, as the case may be, shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into the Parent or the Company (if other than a merger of a wholly owned Subsidiary of the Company into Parent or the Company) , as the case may be), or sell, transfer, lease, convey or otherwise dispose of to which all or substantially all of its property (provided thatsuch properties and assets are sold, for the avoidance assigned, conveyed, transferred, leased or otherwise disposed of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless: a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of AmericaStates, any state thereof or the District of Columbia; b, and such Person shall expressly assume by (i) the Surviving Person (if other than the Company) expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of (x) the Parent under its Note Guarantee and this Indenture or (y) the Company under the Notes and this Indenture, as the case may be, and in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment all obligations of the principal ofParent or the Company, as applicable, under the Collateral Documents, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of this Indenture in connection therewith shall cause such instruments to be performed filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the Company;perfection of the Lien created under the Collateral Documents (and which are required to be perfected under the Collateral Documents) on the Collateral owned by or transferred to the surviving entity; and c(ii) immediately before and immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and d(iii) in 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 period (but without giving effect to the costs and expenses of such transaction), (x) the Parent or the successor entity to the Parent, as the case may be, would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.09(a) or (y) the Fixed Charge Coverage Ratio of the Parent, or the successor entity to the Parent, as the case may be, shall immediately after such transaction be no less than such ratio immediately prior to such transaction. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any of the Parent’s Subsidiaries to the Company or any Guarantor, or the consolidation, amalgamation or merger of any Subsidiary of the Parent with or into the Company or any Guarantor. Clauses (ii) and (iii) of the preceding paragraph shall not apply to (1) the Merger, (2) a merger where of the Surviving Person is other than Parent or the CompanyCompany with an Affiliate solely for the purpose of reincorporating the Parent or the Company in another jurisdiction, (3) a merger transaction among any of the Parent, the Company or any direct or indirect parent of the Company or (4) a merger, consolidation or amalgamation of a Foreign Subsidiary with another Foreign Subsidiary or the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets of a Foreign Subsidiary to another Foreign Subsidiary. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing provisions, the Parent shall deliver, or cause to be delivered, to the TrusteeTrustee an Officers’ Certificate stating that such consolidation, an Officer’s Certificate merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel, each stating that Counsel to the same effect. Each such transaction and Officers’ Certificate shall set forth the supplemental indenture, if any, in respect thereto comply manner of determination of the Company’s compliance with clause (iii) of the first paragraph of this Section 4.01 and that all conditions precedent in this Indenture relating to such transaction have been complied withsubsection (a).

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its property the Company’s assets (provided that, determined on a consolidated basis for the avoidance of doubt, a pledge of assets pursuant Company and the Company’s Restricted Subsidiaries) to any secured debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or dispositionPerson unless (i) in one transaction or series of related transactions unless: either: (a) the Company shall be the surviving Person or continuing corporation; or (b) the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition is made the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; b; and (y) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture (in form reasonably and substance satisfactory to the Trustee), executed and delivered to the Trustee by such Surviving PersonTrustee, the due and punctual payment of the principal of, and premium, if any, and interest on, on all of the Notes Outstanding, and the due performance of every covenant and punctual performance and observance all obligations of all the covenants and conditions of Company under the Notes, this Indenture and the Registration Rights Agreement to be performed by or observed on the part of the Company; c; (ii) immediately before except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or series in respect of related transactionssuch transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof, (iii) except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and or be continuing; and dand (iv) in the case of a merger where Company or the Surviving Person is other than the Company, the Company Entity shall deliver, or cause to be delivered, have delivered to the Trustee, Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indentureconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if anya supplemental indenture is required in connection with such transaction, in respect thereto such supplemental indenture comply with the applicable provisions of this Section 4.01 Indenture and that all conditions precedent in this Indenture relating to such transaction have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets (i) between or among the Company and its Restricted Subsidiaries, (ii) between and among Foreign Subsidiaries that are Restricted Subsidiaries or (iii) from Foreign Subsidiaries to the Company or a domestic Subsidiary of the Company will not be subject to this Section 5.01.