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

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and (iii) immediately after such transaction no Default exists; and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall notnot consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless unless: (i) either: (A) the Company is shall be the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, conveyance or other disposition property and assets of the Company shall have been made is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company on all of the Securities and under the Notesthis Indenture; (ii) immediately after giving effect to such transaction, this Indenture no Default or Event of Default shall have occurred and the Registration Rights Agreement and be continuing; (iii) immediately after giving effect to such transaction no Default exists; and (iv) (A) on a pro forma basis, the Company or any Person becoming 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 successor obligor of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be Securities shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such transaction. The foregoing ; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Securities, could incur at least $1.00 of Indebtedness under the first paragraph of Section 5.09; PROVIDED that this 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and apply to the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long asa corporation, the amount sole material asset of Indebtedness which consists of Common Stock of the Company (and its Restricted Subsidiaries is options, warrants or other rights to purchase or acquire such Common Stock), into the Company, if (a) the Chief Executive Officer of the Company delivers to the Trustee a certificate on behalf of the Company, in the form attached hereto as Schedule III, to the effect that to his best knowledge there are no liabilities, contingent or otherwise, of such corporation and (b) the only consideration received by the stockholders of such corporation in connection with such merger consists of Common Stock of the Company (and options, warrants other rights to purchase or acquire such Common Stock), in the aggregate in an amount not increased thereby. In additionto exceed the amount thereof held by such corporation immediately prior to such merger; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; PROVIDED, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the Company principal purpose of such transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not, directly or indirectly, lease all or substantially all not have as one of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among purposes the Company and any evasion of the Guarantorsforegoing limitations.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; survivor or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “Successor Company”) is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (any such Person, b) the “Successor Company”); (ii) any Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default or Event of Default exists; and , (ivd) (A) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Successor Company shallCompany, on the date of such transaction immediately after giving pro forma effect thereto and any related financing transactions to the transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to either (1) the Successor Company may incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof hereof, or (B2) the Fixed Charge Consolidated Interest Coverage Ratio for of the Successor Company is no less than the Consolidated Coverage Ratio of the Company immediately before such transaction; provided, however, that this clause (d) shall no longer be effective if the Terminated Covenants terminate as provided in Section 4.19 hereof; (e) if the Company is not the Successor Company in such transaction, each Guarantor (unless it is the Successor Company, in which case clause (b) above will apply) confirms by supplemental indenture in a form reasonably satisfactory to the Trustee that its Subsidiary Guarantee will apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Subsidiary Guarantee will continue to be in effect; and (f) the Company or the Successor Company would be equal (if it is not the Company) delivers to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company Trustee an Officers’ Certificate and an Affiliate with no liabilities (other than de minimis liabilities)Opinion of Counsel, provided each stating that such Affiliate is incorporated transaction and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statessuch supplemental indenture, so long asif any, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of comply with this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsIndenture.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 and the Senior Registration Rights Agreement Agreement, the Senior Notes and this Senior Note Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Senior Note Trustee; (iii) immediately before and after such transaction no Default existsor Event of Default shall have occurred; and (iv) (A) except in the case of a merger of the Company with or into a Subsidiary, the Company or Person formed by or surviving any such consolidation or merger (if other than the Successor Company shallCompany), on the date of or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be equal to or greater less than such ratio Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the entity or Person formed by or surviving any Successor Company such merger, consolidation or sale of assets (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction no Default exists; or Event of Default exists and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor entity or Person formed by or surviving any such merger, consolidation or sale of assets (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions totransactions, another Person, to any other Person unless (i) either: (Aa)(i) the Company is the surviving corporation; corporation or (Bii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (any such Person, b) the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (iv) (Ad) the Company or the Successor Company shall(i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test and Debt Ratio tests set forth in the first paragraph of Section 4.09 hereof or (B8.4(a) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company Anvil shall not, directly in a single transaction or indirectly (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company Anvil is the surviving corporation), or (2) directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company determined on a consolidated basis for Anvil and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company Anvil is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than Anvil) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Anvil, under the Notes, Senior Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) Anvil or the entity or Person formed by or surviving any such consolidation or merger (if other than Anvil), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the Company transaction equal to or greater than the Successor Company Consolidated Net Worth of Anvil immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or 4.10; and (Bv) Anvil shall have delivered to the Fixed Charge Coverage Ratio for Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Company or Trustee with respect to the Successor Company would be equal to or greater than such ratio for foregoing matters; provided, however, that the Company immediately prior to such transaction. The foregoing requirement set forth in clause (iv) above shall not prohibit (A) apply to a merger between the Company Anvil and any of its Restricted Subsidiaries; Wholly Owned Subsidiary or (B) a to any merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsWholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Neither the Company nor any Guarantor shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company or such Guarantor, as the case may be, is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor such consolidation or merger (if other than the Company or such Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor, as the case may be, under the Notes, Notes or such Guarantor's Note Guarantee thereof and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company or a Guarantor with or into the Successor Company shallor a Wholly Owned Restricted Subsidiary of the Company, on the date Company, such Guarantor or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net worth of the Company immediately preceding the transaction and (b) will, at the time of such transaction and after giving pro forma effect thereto (including pro forma expense and any related financing transactions cost reductions) as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 Registration Rights Agreement, the Notes, and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) no Default or Event of Default (or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default) shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction no Default existstransaction; and (iv) (A) 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 shall have delivered to the Fixed Charge Coverage Ratio test set forth in Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionIndenture. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets solely between or among the Company and any of the Guarantorsits Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”)or Bermuda; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on the date of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Restricted Subsidiaries and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to supplemental indentures in forms reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 incorporating the Company or reincorporating the Company in another jurisdiction, the Company or the Successor Company shallentity or Person formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction4.09. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Notwithstanding the Guarantorsforegoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Capital Corp. may thereafter liquidate); provided that the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, if applicable, liquidation of AC Capital Corp.) is not adverse to holders of the Notes from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: either (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia (or if such entity is not a corporation existing under the laws of the United States, any state of the United States or the District of Columbia, a co-obligor of the Notes is a corporation organized or existing under any such Person, the “Successor Company”laws); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default exists; and (iv) (A) the Company or the Successor Company shall, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for of the Company or the Successor Company surviving Person, as applicable, or of the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, would not be equal to or greater less than such ratio for the Fixed Charge Coverage Ratio of the Company immediately prior to such the transaction. The foregoing clause ; and (ivv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; shall deliver, or (B) a merger between cause to be delivered, to the Company Trustee an Officers’ Certificate and an Affiliate with no liabilities (other than de minimis liabilities)Opinion of Counsel, provided each to the effect that such Affiliate is incorporated consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture, and an opinion of counsel stating that the merger undertaken solely for the purpose of reincorporating the Company in another state of the United StatesNotes, so long asthis Indenture and Subsidiary Guarantees, the amount of Indebtedness as applicable, constitute valid and binding obligations of the Company and its Restricted Subsidiaries is not increased therebythe Guarantors, subject to customary exceptions. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions Notwithstanding the preceding clause (iv), (a) any Restricted Subsidiary of this Section 5.01 shall not be applicable the Company may consolidate with, merge into or sell, assign, transfer or convey all or part of its properties and assets to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any (b) the Company may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the GuarantorsCompany to another state of the United States so long as the amount of the Company’s Indebtedness and the Indebtedness of the Restricted Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) will not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition will have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to agreements in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction transaction, no Default exists; or Event of Default exists and (iv) (A) the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, conveyance or other disposition has been made would have Consolidated Net Worth immediately after the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such preceding the transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, will not lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall will not be applicable to a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among (i) the Company and any of its Wholly Owned Restricted Subsidiaries or (ii) the GuarantorsCompany and Holdings.

Merger, Consolidation or Sale of Assets. The Company Holdings shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company Holdings is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company Holdings is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than Holdings) or the entity or Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company Holdings under the Notes, this Indenture and the Registration Rights Agreement Agreement, the Debentures and this Indenture pursuant to supplemental indentures in forms reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the Company case of a merger of Holdings with or into a Wholly Owned Restricted Subsidiary of Holdings and except in the case of a merger entered into solely for the purpose of incorporating Holdings or reincorporating Holdings in another jurisdiction, Holdings or the Successor Company shallentity or Person formed by or surviving any such consolidation or merger (if other than Holdings), on or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction4.09. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company Holdings shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall covenant will not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company Holdings and any of its Restricted Subsidiaries. Notwithstanding the Guarantorsforegoing, Holdings is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Holdings Corp. may thereafter liquidate); provided that Holdings shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, if applicable, liquidation of AC Holdings Corp.) is not adverse to holders of the Debentures from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Debentures solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes, Notes and this Indenture and the Registration Rights Agreement and Indenture; (iiic) immediately after such transaction no Default or Event of Default exists; and (iv) (Ad) the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (i) shall have Consolidated Net Worth immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (ii) would, on at the date time of such transaction after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors4.09.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodthereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than 512, if such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate covenant is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsthen applicable.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Rights Agreement, this Indenture the Notes and the Registration Rights Agreement and Indenture 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) (A) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall notwill not consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transferlease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties or and assets of the Company are transferred shall be a corporation organized and its Restricted Subsidiaries taken as existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a wholesupplemental indenture, executed and delivered to the Trustee, in one or more related transactions toform satisfactory to the Trustee, another Person, unless (i) either: (A) all of the obligations of the Company is under the surviving corporationNotes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (Biii) except in the case of a merger or consolidation of the Company with or into a Wholly-Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and (iiia) immediately after giving effect to such transaction no Default exists; and (iv) (A) the Company or the Successor Company shall, on the date of such transaction after giving a 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 basis could incur at least $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) under the Fixed Charge Coverage Ratio test covenant set forth in the first paragraph of under Section 4.09 hereof or 4.06 and (Bb) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be immediately thereafter shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction transaction, no Default exists; or Event of Default exists and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor 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) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction no Default or Event of Default exists; and , (iv) (A) except in the case of the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Expense Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or hereof, and (Bv) the Fixed Charge Coverage Ratio for Company shall have delivered to the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and Trustee an Affiliate with no liabilities (other than de minimis liabilities), provided Officer's Certificate stating that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesconsolidation, so long asmerger, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebysale, assignment, transfer, conveyance or other disposition complies with this Indenture. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among by the Company and to any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”)or Bermuda; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on the date of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) (A) 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 Successor Company 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 shall, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance conveyance, or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not(a) Neither the Parent nor the Issuer will, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not Parent or the Company Issuer, as the case may be, is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as on a whole, consolidated basis in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company Parent or the Issuer, as the case may be, is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than Parent or the CompanyIssuer, as the case may be,) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (such Person, the "Successor Corporation") is a corporation organized or existing under the laws of the United Kingdom, any member of the European Union which has adopted the euro as its national currency, or the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) any the Successor Company Corporation assumes all the obligations of the Company Parent or the Issuer, as the case may be, under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately before and after such transaction (and treating any Indebtedness that becomes an obligation of the Successor Corporation or any Subsidiary of the Successor Corporation as a result of such transaction as having been Incurred by the Successor Corporation or such Subsidiary at the time of such transaction) no Default existsor Event of Default shall have occurred; and (iv) except in the case of a merger of the Parent with or into a Restricted Subsidiary of the Parent, the Parent, Issuer or the Successor Corporation (A) the Company or the Successor Company shallwill, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur 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 4.4 or (B) will have a Fixed Charge Coverage Ratio, as determined for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction, greater than the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company entity immediately prior to such transaction. The foregoing ; (v) each Guarantor (unless it is the other party to the transactions above, in which case clause (ivii) shall not prohibit apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the obligations of the Successor Corporation under the Notes and this Indenture and its obligations under the Registration Rights Agreement shall continue to be in effect; and (vi) the Parent shall have delivered to the Trustee an opinion of tax counsel reasonably acceptable to the Trustee stating that (A) Holders of the Notes will not recognize income, gain or loss for U.S. federal, U.K. or Dutch income tax purposes as a merger between result of the Company and any of its Restricted Subsidiaries; or transaction, (B) any payment of principal, redemption price or purchase price of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Notes by the Issuer or the surviving entity, as applicable, to a merger between Holder after the Company consolidation, merger, conveyance, transfer or lease of assets will be exempt from the Taxes described in Section 4.20 and an Affiliate with (C) no liabilities (other than de minimis liabilities)taxes on income, provided that such Affiliate is incorporated and including taxable capital gains, will be payable under the merger undertaken solely for the purpose of reincorporating the Company in another state tax laws of the United States, so long as, the amount of Indebtedness Relevant Taxing Jurisdiction (as defined in Section 4.20) by a Holder who is or who is deemed to be a non-resident of the Company and its Restricted Subsidiaries is not increased thereby. In additionRelevant Taxing Jurisdiction in respect of the acquisition, the Company shall not, directly ownership or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between the Notes, including the receipt of principal of, premium, if any, interest, Additional Amounts, if any, or among Liquidated Damages, if any, paid pursuant to the Company and any of the GuarantorsNotes.

Merger, Consolidation or Sale of Assets. The Company shall notNeither the Investor nor Carey Agri may, directly or indirectly (1i) consolidate merge, consolidate, amalgamate or merge otherwise combine with or into another Person (whether or not the Company Investor or Carey Agri (as applicable) is the surviving corporation), ; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company Investor and its Restricted Subsidiaries Subsidiaries, taken as a whole, or Carey Agri and its Restricted Subsidiaries, taken as a whole, in one or more related transactions totransactions, to another Person, unless (i) ; unless: either: the Investor or Carey Agri (Aas applicable) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation merger, consolidation, amalgamation or merger other combination (if other than the CompanyInvestor or Carey Agri (as applicable)) or to which such sale, assignment, transfer, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of any member state of the United StatesEuropean Union, Switzerland, Norway, Canada, any state thereof of the United States or the District of Columbia (Columbia; the Person formed by or surviving any such Personmerger, consolidation, amalgamation or other combination (if other than the “Successor Company”Investor or Carey Agri (as applicable); (ii) any Successor Company or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Investor or Carey Agri (as applicable) under the Notes, this Indenture and Finance Documents pursuant to supplemental documents reasonably satisfactory to the Registration Rights Agreement and (iii) Lender; immediately after such transaction transaction, the Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; and (iv) (A) the Company Investor, Carey Agri or the Successor Company shallPerson (as applicable) formed by or surviving any such merger, consolidation, amalgamation or other combination (if other than the Investor or Carey Agri (as applicable)), or to which such sale, assignment, transfer, conveyance or other disposition has been made: will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof 0 (Incurrence of Indebtedness and Issuance of Preference Shares); will (either directly or (B) through its Restricted Subsidiaries), on the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal date of such transaction after giving effect thereto, retain all licenses and other authorizations reasonably required to or greater than such ratio for the Company immediately operate its business as it was conducted prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between ; and furnishes to the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company Lender an Officers’ Certificate and an Affiliate Opinion of Counsel providing that the transaction complies with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebythis Schedule. In addition, neither the Company shall notInvestor nor Carey Agri may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall Investor will not be applicable to a salepermit any Obligor (other than Carey Agri) to: directly or indirectly consolidate or merge with or into another Person (whether or not such Obligor is the surviving corporation); or sell, assignmentassign, transfer, conveyance convey or other disposition otherwise dispose of assets between all or among substantially all of its assets, taken as a whole, in one or more related transactions, to another Person; unless immediately after such transaction, the Company Investor or such surviving Person certifies to the Lender that no Default or Event of Default exists; and any of the Guarantors.either:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate with or merge with or into another any Person (whether or not the Company is the surviving corporation), Person) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets (whether as an entirety or substantially as an entirety in a transaction or a series of the Company and its Restricted Subsidiaries taken as related transactions) to any Person or adopt a whole, in one or more related transactions to, another Person, unless Plan of Liquidation unless: (i) either: either (Aa) the Company is will be the surviving corporation; or continuing corporation (the "SURVIVING PERSON") or (Bb) the Surviving Person (if other than the Company) formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under expressly assume, by supplemental indenture, executed and delivered to the laws Trustee and in form satisfactory to the Trustee, all of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Notes Registration Rights Agreement, and the obligations under the Notes, this Indenture, and the Notes Registration Rights Agreement remain in full force and effect, (ii) immediately after giving effect to such transaction and the assumption contemplated above, the Company or such Surviving Person shall have a Debt to Cash Flow Ratio equal to or less than the Debt to Cash Flow Ratio of the Company immediately preceding the transaction; (iii) immediately after giving effect to such transaction transaction, no Default existsor Event of Default shall have occurred or be continuing; and (iv) (A) immediately after giving effect to such transaction, the Surviving Person shall continue to operate the business of the Company or that was the Successor Company shall, on the date principal business of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to preceding such transaction. The foregoing clause (iv) shall not prohibit (A) a In connection with any consolidation, merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In additiontransfer contemplated by this provision, the Company shall notdeliver, directly or indirectlycause to be delivered, lease all or substantially all of its properties or assetsto the Trustee, in one form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or more related transactions, transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance such transaction or other disposition of assets between or among the Company and any of the Guarantorstransactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not ---------------------------------------- consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions totransactions, another Person, to any other Person unless (a) (i) either: (A) the Company is the surviving corporation; corporation or (Bii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the "Successor Company") is a corporation organized or existing under the laws of ------------------ the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (iib) any the Successor Company assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders; (iiic) immediately after such transaction no Default or Event of Default exists; and (iv) (Ad) the Company or the Successor Company shall(i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B8.4(a) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) will not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, unless (i) either: (A) the Company is the resulting, transferee or surviving corporation; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations and covenants of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement and Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately before and after such transaction no Default existsor Event of Default shall have occurred and be continuing; and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary, the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, unless ; unless: (i) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 and the Registration Rights Agreement and 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) (A) the Company or the Successor 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) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (b) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Annualized Operating Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionherein. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state sale of the United States, so long as, Company's PCS business shall be deemed a sale of substantially all of the amount of Indebtedness assets of the Company and its Restricted Subsidiaries is not increased therebyfor purposes of the provisions of this Section 5.01. In addition, the Company shall Company, Unwired Telecom Corp. and Louisiana Unwired, LLC may not, directly or indirectly, lease all or substantially all of its their properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly will not in a single transaction or indirectly (1) series of related transactions consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) directly or indirectly sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesNotes and this Indenture, this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) (A) the Company or the Successor Company shallentity or Person formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of in Section 4.09 hereof or 4.10 hereof; and (Bv) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall nothave delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, directly each stating that such consolidation, merger or indirectlytransfer and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, lease all or substantially all of its properties or assets, in one or more related transactions, the transactions constituting the Transactions shall be deemed to any other Person. The provisions of be expressly permitted under this Section 5.01 Indenture and shall not be applicable to require the execution and delivery of a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorssupplemental indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly (a) Permit Holdings or indirectly (1) the Borrower to consolidate or merge with or into another Person or wind up into (whether or not Holdings or the Company Borrower, as the case may be, is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another any Person, unless ; provided that the foregoing shall be permitted if (i) either: (A) Holdings or the Company Borrower, as the case may be, is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than Holdings or the CompanyBorrower, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been is made is a corporation organized or existing under the laws of the jurisdiction of organization of Holdings or the Borrower, as the case may be, or the United States, any state thereof or thereof, the District of Columbia or any territory thereof (any Holdings, the Borrower or such Person, as the “Successor Company”case may be, being herein called the "SUCCESSOR COMPANY"); (ii) any the Successor Company (if other than Holdings or the Borrower) expressly assumes all the obligations of Holdings or the Company Borrower, as the case may be, under the Notes, this Indenture Agreement and the Registration Rights Agreement and Loans pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) the Company or the Successor Company shall, on the date of such transaction immediately after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) such transaction the Fixed Charge Coverage Ratio for the Company or the Successor Company and the Restricted Subsidiaries' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would be equal occur would have been either (A) at least 2.00 to 1.00 or (B) greater than such ratio for the Company immediately prior to such transaction, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period; (v) each Guarantor, unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have confirmed in writing that its Guarantee shall apply to such Person's obligations under this Agreement and the Loans; and (vi) Holdings or the Borrower, as the case may be, shall have delivered to the Administrative Agent a certificate from a Responsible Officer and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with this Agreement. The Successor Company will succeed to, and be substituted for, Holdings or the Borrower, as the case may be, under this Agreement and the Loans. Notwithstanding the foregoing clause (iii) or (iv), (a) shall not prohibit any Restricted Subsidiary (Aother than, prior to the Restructuring Date, Bidco) a merger between the Company and any may consolidate with, merge into or transfer all or part of its Restricted Subsidiaries; properties and assets to the Borrower and (b) Holdings or (B) a merger between the Company and Borrower may merge with an Affiliate with no liabilities (other than de minimis liabilities)than, provided that such Affiliate is prior to the Restructuring Date, Bidco) incorporated and the merger undertaken solely for the purpose of reincorporating Holdings or the Company Borrower in another state of the United States, States so long as, as the amount of Indebtedness of the Company and its Holdings, xxx Xxxxxxxx xxx xxe Restricted Subsidiaries is not increased thereby. In additionNotwithstanding the foregoing clauses (i) through (vi), the Company Parent Merger shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorspermitted.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) may not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sellconvey, assign, transfer, convey transfer or otherwise dispose of lease all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another any Person, unless unless: (i) either: (A) the Company is the resulting, surviving corporation; or (B) the transferee Person formed by or surviving any such consolidation or merger (if other than not the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia (any and such PersonPerson expressly assumes by a supplemental indenture, executed and delivered to the “Successor Company”); (ii) any Successor Company assumes Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Notes; (ii) immediately after giving Pro Forma effect to such transaction and other related transactions (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default has occurred and is continuing; (iii) immediately after giving Pro Forma effect to such transaction no Default exists; and (iv) other related transactions, the resulting, surviving or transferee Person would either (A) 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 able to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof or (B) the Fixed Charge have a Consolidated EBITDA Coverage Ratio for the Company most recently ended four full fiscal quarters for which financial statements are available that is greater than or the Successor Company would be equal to or greater than such ratio for that of the Company immediately prior to giving effect to such transaction. The foregoing clause ; and (iv) shall not prohibit the Company delivers 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 this Indenture; provided that, without complying with this clause (a), (A) a merger between the Company and any of its Restricted Subsidiaries; Subsidiary Guarantor may consolidate with or (B) a merger between the Company and an Affiliate merge with no liabilities (other than de minimis liabilities)or into, provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesor convey, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly transfer or indirectly, lease all or substantially all of its properties assets to, the Company or assetsanother Subsidiary Guarantor, in one and (B) any Subsidiary that is not a Subsidiary Guarantor or more related transactionsa Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary (other than a Non-Recourse Subsidiary), and (C) any Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: either (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”"SUCCESSOR COMPANY"); , (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no Default exists; , and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis DE MINIMIS liabilities), provided PROVIDED that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the entity or Person formed by or surviving any such Person, consolidation or merger (if other than the “Successor Company”); (ii) any or the Successor Company assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction transaction, no Default exists; exists and (ivd) (A) 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 Successor Company (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall notwill not and will not permit any of its Subsidiaries to consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transferlease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of the properties its assets (as an entirety or assets of the Company and its Restricted Subsidiaries taken substantially as a whole, an entirety in one transaction or more a series of related transactions totransactions), another Person, unless to any Person unless: (i) either: (A) the Company is or such Subsidiary, as the surviving corporation; case may be, shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such saleSubsidiary, assignmentas the case may be, transfer, conveyance or other disposition are transferred shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of Columbia (any such Personand shall expressly assume, by a supplemental indenture, executed and delivered to the “Successor Company”); (ii) any Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary, as the case may be, under the Senior Notes, this Indenture and the Registration Rights Agreement Collateral Documents, and the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction no Default existson 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) (A) immediately thereafter, the Company Company, such Subsidiary or the Successor Company shallother surviving entity, on as 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 periodcase may be, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately prior to such transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: either (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); , (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee and (iii) immediately after such transaction no Default exists; , and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction transaction, no Default exists; or Event of Default exists and (iv) (A) except in the case of the merger of the Company with or into a Wholly Owned Restricted Subsidiary or a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall will not, directly or indirectly (1) indirectly, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sellconvey, assigntransfer or lease, transferin one transaction or a series of transactions, convey directly or otherwise dispose of indirectly, all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another any Person, unless unless: (i) either: the resulting, surviving or transferee Person (Athe “Successor Company”) shall be the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia (or the laws of any such Person, member state of the “Successor Company”)European Union; (ii) any the Successor Company assumes (if not the Company) shall expressly assume by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and Indenture, all Security Documents and, if then in effect, the Registration Rights Agreement Agreement, pursuant to a supplemental indenture and other appropriate documentation in form and substance reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default exists; before and (iv) (A) the Company or the Successor Company shall, on the date of such transaction after giving pro forma effect thereto to such transaction (and treating any related financing transactions Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iv) except in the case of a merger or consolidation of the Company with or into a Restricted Subsidiary, or the Company transferring all or substantially all of its properties and assets to a Restricted Subsidiary, the Successor Company will, (A) immediately after giving pro forma effect to such transaction as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09 4.07(a) hereof or and (B) the Fixed Charge Coverage Ratio for Consolidated Net Worth of the Company or Company, calculated on a pro forma basis immediately after the Successor Company would transaction, will be equal to or greater than such ratio for the Company its Consolidated Net Worth determined immediately prior to such the transaction. The foregoing clause ; and (ivv) 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall nothave delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, directly each stating that such consolidation, merger or indirectly, lease transfer and such supplemental indenture and other appropriate documentation (if any) comply with this Indenture and all or substantially Security Documents and that all of its properties or assets, in one or more related transactions, necessary actions have been taken to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among preserve the Company priority and any perfection of the GuarantorsLiens of all Security Documents.

Merger, Consolidation or Sale of Assets. (a) The Company shall Borrower will not, directly or indirectly (1) and will not permit any Subsidiary to, consolidate or merge with or into another Person any other person (whether or not the Company Borrower is the surviving corporationperson), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one transaction or more related transactions to, another Personin a series of transactions, unless (i) either: (A) the Company Borrower or such Subsidiary is the surviving corporation; person, or (B) the Person person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower or such Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a limited partnership (or, in the case of a consolidation or merger of a Subsidiary, a corporation or limited liability company) organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the person formed by or surviving any Successor Company such consolidation or merger (if other than the Borrower or such Subsidiary) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under Borrower or such Subsidiary (and in the Notescase of a transaction or series of transactions whereby the Borrower consolidates or merges with or into any other person, this Indenture and or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets in one transaction or in a series of transactions, shall be deemed to be the Registration Rights Agreement "Borrower" for the purposes of the definition of the term "Change of Control" ); and (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement Trustee and (iiic) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall will not prohibit the consummation of any transaction(s) contemplated by the Plan or (Ai) a merger between the Company and any of its a Wholly Owned Restricted Subsidiaries; Subsidiary or (Bii) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state State of the United States, States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the The Company shall not, directly or indirectly, not lease all or substantially all of its properties or assets, in one or more related transactions, assets to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless (i1) either: either (Aa) the Company is the surviving corporation; , or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (2) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii3) immediately after such transaction no Default or Event of Default exists; , and (iv4) (A) 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 Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on the date of or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 shall will not be applicable apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Senior Subordinated Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and 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 Guarantor, the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company or immediately preceding the Successor Company shalltransaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or 4.09; and (Bv) the Fixed Charge Coverage Ratio for Company has delivered to the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company Trustee an Officers' Certificate and an Affiliate with no liabilities (other than de minimis liabilities)Opinion of Counsel, provided each stating that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesconsolidation, so long asmerger, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of the Guarantorssuch supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the entity or Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the entity or Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement and Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (ivd) (A) 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 Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In additionconnection with any consolidation, merger or transfer contemplated by this provision, the Company shall notdeliver, directly or indirectlycause to be delivered, lease all or substantially all of its properties or assetsto the Trustee, in one form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or more related transactionstransfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction or transactions have been complied with. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, to or any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets between or among of the Company in accordance with Section 5.01 hereof, the Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and any be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to "the Company" shall refer instead to such Person and not to the Company), and may exercise every right and power of the GuarantorsCompany under this Indenture with the same effect as if such Person had been named as the Company herein; provided, however, that the Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on the Notes except in the case of a sale of all or substantially all of the Company's properties or assets that meets the requirements of Section 5.01 hereof.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes, this Indenture Notes and the Registration Rights Agreement and Indenture; (iiic) immediately after such transaction no Default or Event of Default exists; and (iv) (Ad) the Company or such other Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the Successor transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.8 hereof. Notwithstanding the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and d), any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities Subsidiary (other than de minimis liabilities)Finance Corp.) may consolidate or merge with or into, provided that such Affiliate is incorporated and the merger undertaken solely for the purpose or dispose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all any part of its properties or assetsassets to, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsCompany.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly not (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), entity) or (2ii) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (Aa) the Company is the surviving corporationcorporation or entity; or (Bb) the Person formed by or surviving any such consolidation or merger (merger, if other than the Company) , or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition shall have been made is a corporation corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (Columbia; provided that at any such Persontime the Company or its successor is a limited liability company or a partnership, there shall be a co-issuer of the “Successor Company”); Notes that is a corporation, with its activities limited to the same extent as Capital described in Section 4.21 hereof, (ii) the Person formed by or surviving any Successor such consolidation or merger, if other than the Company or Capital, or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture Indenture, the Security Documents and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no Default exists; or Event of Default exists and (iv) (A) the Company or the Successor Company Person formed by or surviving any such consolidation or merger, if other than Capital, or the Person, if other than Capital, to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to under the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (Bb) the have a Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or that is greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. The foregoing clause (iv) predecessor Company shall not prohibit (A) be relieved from its obligations to pay the principal of, and interest on the Notes except in the case of a merger between the Company and any sale, but not lease, of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state all of the United States, so long as, Company’s assets that meets the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions requirements of this Section 5.01. This Section 5.01 shall not be applicable apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries, except for compliance with the Guarantorsadditional conditions set forth in the last paragraph of this Section 5.01. Notwithstanding the foregoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture, and may merge or consolidate with an Affiliate for such purpose; provided that the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such reorganization. The following additional conditions shall apply to each transaction described in the above paragraphs of this Section 5.01: (i) the Company or the relevant surviving entity, as applicable, will cause to be filed such amendments or other instruments, if any, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states, (ii) the Collateral owned by or transferred to the Company or the relevant surviving entity, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents and (b) not be subject to any Lien other than Liens permitted by this Indenture and the Security Documents, (iii) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, to the extent that they are assets of the types which would constitute Collateral under the Security Documents and which would be required to be pledged thereunder, shall be treated as after-acquired property and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture and (iv) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction and, if a supplemental Indenture or supplemental Security Documents, are required in connection with such transaction, such supplemental Indenture and Security Documents comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental Indenture and Security Documents are enforceable, subject to customary qualifications.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; , or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default or Event of Default exists; , and (ivd) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors4.12 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless ; unless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (2) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to agreements reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii3) immediately after such transaction no Default or Event of Default exists; and (iv) (A4) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof 1009 hereof; or (Bb) have a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for of the Company immediately prior to such transaction. The foregoing transactions; PROVIDED, HOWEVER, that this clause (iv4) shall not prohibit (A) a merger between the Company and be suspended during any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company period in another state of the United States, so long as, the amount of Indebtedness of which the Company and its Restricted Subsidiaries is are not increased therebysubject to the Suspended Covenants. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 801 shall not be applicable apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) may not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sellconvey, assign, transfer, convey transfer or otherwise dispose of lease all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another any Person, unless unless: (i) either: (A) the Company is the resulting, surviving corporation; or (B) the transferee Person formed by or surviving any such consolidation or merger (if other than not the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia (any and such PersonPerson expressly assumes by a supplemental indenture, executed and delivered to the “Successor Company”); (ii) any Successor Company assumes Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Notes; (ii) immediately after giving Pro Forma effect to such transaction and other related transactions (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default has occurred and is continuing; (iii) immediately after giving Pro Forma effect to such transaction no Default exists; and (iv) other related transactions, the resulting, surviving or transferee Person would either (A) 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 able to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof or (B) the Fixed Charge have a Consolidated EBITDA Coverage Ratio for the Company most recently ended four full fiscal quarters for which financial statements are available that is greater than or the Successor Company would be equal to or greater than such ratio for that of the Company immediately prior to giving effect to such transaction. The foregoing clause ; and (iv) shall not prohibit the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that, without complying with this clause (a), (A) a merger between the Company and any of its Restricted Subsidiaries; Subsidiary Guarantor may consolidate with or (B) a merger between the Company and an Affiliate merge with no liabilities (other than de minimis liabilities)or into, provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesor convey, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly transfer or indirectly, lease all or substantially all of its properties assets to, the Company or assetsanother Subsidiary Guarantor, in one and (B) any Subsidiary that is not a Subsidiary Guarantor or more related transactionsa Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary (other than a Non-Recourse Subsidiary), and (C) any Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Senior Secured Discount Notes, the Pledge Agreement and this Indenture and pursuant to supplemental agreements in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors4.09.

Merger, Consolidation or Sale of Assets. (a) The Company shall notwill not consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transferlease, convey convey, transfer or otherwise dispose of (a “transfer”) all or substantially all of the properties its assets (as an entirety or assets of the Company and its Restricted Subsidiaries taken substantially as a whole, an entirety in one transaction or more a series of related transactions totransactions), another Person, unless to any Person unless: (i) either: (A) the Company is shall be the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition the properties and assets of the Company are transferred shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of Columbia (any such Personand shall expressly assume, by a supplemental indenture, executed and delivered to the “Successor Company”); (ii) any Successor Company assumes Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement Security Documents, and the obligations under this Indenture shall remain in full force and 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 or transferred to the successor Company, 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 UCC or other similar statute or regulation of the relevant states or jurisdictions; (ii) immediately before and 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 no Default exists; and (iv) (A) on a pro forma basis 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 Person could 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 4.10 hereof (unless such merger, sale, assignment, lease, conveyance, transfer or disposition could have been made under the Senior Loan Agreement as in effect on the date hereof); (Biv) each Guarantor (unless it is the Fixed Charge Coverage Ratio for other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Security Documents shall remain in full force and 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 UCC or other similar statute or regulation of the relevant states or jurisdictions; and (v) immediately thereafter, the Company or the Successor Company would be other surviving entity, as the case may be, shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such transaction. The foregoing clause transaction (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 with no liabilities (other than de minimis liabilities)unless such merger, provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transferlease, conveyance conveyance, transfer or other disposition of assets between or among could have been made under the Company and any of Senior Loan Agreement as in effect on the Guarantorsdate hereof).

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (ivd) (A) 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 Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) will not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (any Columbia; and if such Personentity is not a corporation, a co-obligor of the “Successor Company”)Notes is a corporation organized or existing under such laws; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately before and after such transaction no Default existsor Event of Default shall have occurred and be continuing; and (iv) (A) except in the case of a merger of the Company with or into a Restricted Subsidiary, the Company or the Successor Company shallentity or Person formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (By) have a Fixed Charge Coverage Ratio that is no less than the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for of the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (ia) either: (Ai) the Company is the surviving corporation; corporation or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all of the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (ivd) (A) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on or the date Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of In connection with any consolidation, merger or disposition contemplated by this Section 5.01 shall not be applicable to a saleprovision, assignment, transfer, conveyance or other disposition of assets between or among the Company shall deliver, or cause to be delivered, to the Trustee, in form and any substance reasonably satisfactory to the Trustee, (i) an Officers' Certificate stating that such consolidation, merger or disposition and agreements in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the Guarantorsrequirements of Section 5.01(a) and (b) have been satisfied. Notwithstanding the foregoing, each of Frontier Oil Corporation and Frontier Escrow Corporation may consummate the Escrow Corp. Merger, the Merger and related transactions without compliance with this Article 5.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (iv) (Ad) the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (Bii) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio for of the Company or the Successor Company would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. The foregoing clause (ivd) shall will not prohibit (Aa) a merger between the Company and any a Wholly Owned Subsidiary of its Holdings created for the purpose of holding the Capital Stock of the Company, (b) a merger between the Company and a Wholly Owned Restricted Subsidiaries; Subsidiary or (Bc) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state State of the United States, States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the The Company shall not, directly or indirectly, not lease all or substantially all of its properties or assets, in one or more related transactions, assets to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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, Notes and this Indenture and pursuant to agreements reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction no Default or Event of Default exists; and , (iv) (A) except in the case of the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Expense Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or hereof, and (Bv) the Fixed Charge Coverage Ratio for Company shall have delivered to the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and Trustee an Affiliate with no liabilities (other than de minimis liabilities), provided Officer's Certificate stating that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesconsolidation, so long asmerger, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebysale, assignment, transfer, conveyance or other disposition complies with this Indenture. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among by the Company and to any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) will not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, unless unless: (i) either: (A) the Company is the resulting, transferee or surviving corporation; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations and covenants of the Company under the Notes, this Indenture and Indenture, all Security Documents and, if then in effect, the Registration Rights Agreement Agreement, pursuant to a supplemental indenture and other appropriate documentation in form and substance reasonably satisfactory to the Collateral Agent and the Trustee; (iii) immediately before and after such transaction no Default existsor Event of Default shall have occurred and be continuing; and (iv) (A) except in the case of a merger of the Company with or into a Restricted Subsidiary, the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on or to whom such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing hereof; provided, however, that this 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely be suspended for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of as the Company and its Restricted Subsidiaries is are not increased therebysubject to the Suspended Covenants subject to Section 4.19 hereof. In addition, the Company shall will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 shall will not be applicable apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The So long as the Senior Notes are outstanding, the Company shall may not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; or (B) the Person corporation formed by or surviving any such consolidation or surviving in such merger (if other than or the Company) or to which such Person that acquires by sale, assignment, transfer, conveyance or other disposition shall have been made disposition, or that leases, such assets (in each such case, the "SUCCESSOR ENTITY"), is a corporation organized or and existing under the laws of the United States, any state State thereof or the District of Columbia (any such Person, and expressly assumes the “Successor Company”)'s obligations under the Indenture and the Notes; (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture immediately before and the Registration Rights Agreement and (iii) immediately after such transaction no Default or Event of Default exists; and (iviii) the Successor Entity (or the Company, in the case of a consolidation or merger in which the Company is the surviving entity) (A) has Consolidated Net Worth immediately after the Company transaction (but prior to any revaluation or the Successor Company shall, on recalculation of Consolidated Net Worth as of the date of the transaction relating to a carry-over basis (if any) of the assets acquired in the transaction (as determined in accordance with GAAP)) equal to or greater than the Consolidated Net Worth of the Company immediately prior to the transaction and (B) will, at the time of such transaction and after giving pro forma PRO FORMA effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the have a Fixed Charge Coverage Ratio test of not less than 1.75 to 1 (calculated pursuant to Section 4.09 above); PROVIDED that the limitations set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing this clause (iviii) shall not prohibit (A) a apply following the Investment Grade Date or to any merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness consolidation of the Company with or into a Restricted Subsidiary and its Restricted Subsidiaries is PROVIDED FURTHER, that the limitations set forth above shall not increased thereby. In addition, apply to the sale or disposition by the Company of the Generating Assets or the Oswego Plant (it being understood and agreed that the acquiror or transferee of such assets shall not, directly or indirectly, lease not qualify as a Successor Entity on the basis of having acquired all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions the Company's assets for purposes of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsArticle 5).

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company and any Guarantor shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company or such Guarantor is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: (A) the Company or such Guarantor is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor such consolidation or merger (if other than the Company or such Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor under the Notes, this Indenture and the Registration Rights Agreement Agreement, the Notes and this Indenture pursuant to 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) (A) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction; and (B) will, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall will not, directly in a single transaction or indirectly (1) series of related transactions, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its 57 57 properties or assets of determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of one of the states of the United States, any state thereof States or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture Senior Notes and the Registration Rights Agreement and Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default existsor Event of Default shall occur and be continuing or result as a consequence thereof; and (iv) (A) 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 Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or 4.12 hereof; (Bv) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and if any of its Restricted Subsidiaries; the property or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness assets of the Company and its Restricted Subsidiaries is not increased thereby. In additionwould thereupon become subject to any Lien, the Company outstanding Senior Notes shall notbe secured equally and ratably with (or prior to) the obligation or liability secured by such Lien, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among unless the Company could create such Lien without equally and any ratably securing the Senior Notes; and (vi) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the GuarantorsTrustee with respect to the foregoing matters.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (ivd) (A) 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 Successor 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 (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In additionconnection with any consolidation, merger or disposition contemplated by this provision, the Company shall notdeliver, directly or indirectlycause to be delivered, lease all or substantially all of its properties or assetsto the Trustee, in one form and substance reasonably satisfactory to the Trustee, (i) an Officers' Certificate stating that such consolidation, merger or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the Guarantorsrequirements of Section 5.01(a) and (b) have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless ; unless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (2) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to agreements reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii3) immediately after such transaction no Default or Event of Default exists; and (iv) (A4) the Company or the Successor Company Person formed by or surviving any such consolidation or merger (if other than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof hereof; or (Bb) have a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for of the Company immediately prior to such transaction. The foregoing transactions; PROVIDED, HOWEVER, that this clause (iv4) shall not prohibit (A) a merger between the Company and be suspended during any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company period in another state of the United States, so long as, the amount of Indebtedness of which the Company and its Restricted Subsidiaries is are not increased therebysubject to the Suspended Covenants. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 shall not be applicable apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not(a) Neither Issuer will consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transferlease, convey convey, transfer or otherwise dispose of (a “transfer”) all or substantially all of the properties its assets (as an entirety or assets of the Company and its Restricted Subsidiaries taken substantially as a whole, an entirety in one transaction or more a series of related transactions totransactions), another Person, unless to any Person unless: (i) either: (A) such Issuer shall be the Company is the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) formed by such consolidation or into which such Issuer is merged or to which the properties and assets of such sale, assignment, transfer, conveyance or other disposition Issuer are transferred shall have been made is be a corporation or limited liability company organized or and existing under the laws of the United States, States or any state State thereof or the District of Columbia (any such Personand shall expressly assume, by a supplemental indenture, executed and delivered to the “Successor Company”); (ii) any Successor Company assumes Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company such Issuer under the Senior Notes, this Indenture and the Registration Rights Agreement Collateral Documents, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and 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 no Default existson a pro forma basis Holdings or such Person could incur at least $1.00 additional Indebtedness pursuant to the first paragraph of Section 4.7 hereof; and (iv) (A) immediately thereafter, the Company Issuer or the Successor Company shallother surviving entity, on as 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 periodcase may be, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be shall have a Consolidated Net Worth equal to or greater than such ratio for the Company Consolidated Net Worth of the Issuer immediately prior to such transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another any other Person (whether or not the Company is the surviving corporation), or (2) permit any other Person to consolidate or merge with or into the Company, nor will the Company sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions toto another corporation, another Person, unless Person or entity unless: (i) either: (A) the Company is shall be the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized or and existing under the laws of the United States, any state thereof thereof, or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) any Successor Company the Surviving Entity, if any, assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement and Indenture; (iii) immediately after giving effect to such transaction transaction, no Default existsor Event of Default shall have occurred and be continuing; and (iv) (A) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company or the Successor Surviving Entity, as the case may be, would be at least equal to the Consolidated Net Worth of the Company shall, on the date of immediately prior to such transaction; (v) immediately after giving effect to such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, the Company or the Surviving Entity, as the case may be, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Cash Flow Ratio test set forth in Section 4.9 hereof; and (vi) in the first paragraph case of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any transfer of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long asassets, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease Surviving Entity has acquired all or substantially all of its properties or assets, in one or more related transactions, to any other Personthe assets of the Company as an entirety. The provisions Company shall deliver to the Trustee prior to the consummation of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition the proposed transaction an Officers' Certificate of assets between or among the Company to the foregoing effect and any an Opinion of Counsel stating that the Guarantorsproposed transaction and such supplemental indenture comply with this Indenture. SECTION 5.2.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sellconvey, assigntransfer or lease, transferin one transaction or a series of transactions, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another any Person, unless (i) either: the Company or the Parent Guarantor shall be the resulting, surviving or transferee corporation (Athe "Successor Company"), (ii) the Successor Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than not the Company) or shall expressly assume by a supplemental indenture, in a form acceptable to which such salethe Trustee, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under this Indenture, the Notes, this Indenture Notes and the Registration Rights Agreement and Security Documents; (iii) immediately after giving effect to such transaction on a pro forma basis (and, treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been issued by such Person at the time of such transaction), no Default existsshall have occurred and be continuing; and (iv) (A) the Company or the Successor Company shall, on the date of such transaction immediately 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 periodto such transaction, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal able to or greater Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.09 hereof; (v) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than such ratio for the Company Consolidated Net Worth of the Parent Guarantor immediately prior to such transaction; and (vi) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture. The foregoing clause (iv) Successor Company shall not prohibit (A) a merger between be the successor to the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company shall succeed to, and an Affiliate with no liabilities (other than de minimis liabilities)be substituted for, provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company may exercise every right and its Restricted Subsidiaries is not increased thereby. In additionpower of, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of under this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsIndenture.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, unless ; unless: (i1) either: (Aa) the Company is the surviving corporation; or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (2) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, this Indenture Indenture, the Unit Agreement and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists; and (iv) (A4) the Company or the Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction; and (b) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby4.09. In addition, the Company shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 shall will not be applicable apply to a sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) and shall not permit any of its Subsidiaries to, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: either (Aa) the Company Company, in the case of a transaction involving the Company, or a Subsidiary which is a party to the transaction, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation; corporation or (Bb) in the case of a transaction involving the Company, the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company and expressly assumes all of the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iiiii) immediately after such transaction no Default or Event of Default exists; (iii) in the case of a transaction involving the Company (except in the case of a merger of the Company with or into a Wholly-Owned Subsidiary of the Company (other than a Receivables Subsidiary)), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, (a) shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ivb) (A) will, at the Company or the Successor Company shall, on the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof 4.09; (iv) if, as a result of any such transaction, property or (B) the Fixed Charge Coverage Ratio for assets of the Company or any Subsidiary of the Successor Company would be equal become subject to or greater than such ratio for a Lien securing Indebtedness not excepted from Section 4.12, the Company immediately prior or its successor, as the case may be, shall have otherwise complied with such Section 4.12; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly- Owned Subsidiary of the Company, an opinion of counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with all of the terms of this Section 5.01 and that all conditions precedent provided for in this Section 5.01 relating to such transaction, or series of transactions, have been complied with. The foregoing clause (iv) shall not prohibit (A) a merger between For the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state purposes of the United States, so long asforegoing, the amount transfer (by sale, lease, assignment or otherwise, in a single transaction or series of Indebtedness transactions) of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its the properties or assets, in assets of one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any Subsidiaries of the GuarantorsCompany, the Capital Stock of which constitutes all or substantially all of the properties or 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. 40 47 The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, whole in one or more related transactions totransactions, another Person, to any other Person unless (a) (i) either: (A) the Company is the surviving corporation; corporation or (Bii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the "Successor Company") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (iib) any the Successor Company assumes all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to an amendment or supplement to this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Required Holders; (iiic) immediately after such transaction no Default or Event of Default exists; and (iv) (Ad) the Company or the Successor Company shall(i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ii) together with its Subsidiaries will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning thereto, have a ratio of the applicable four-quarter period, be permitted Indebtedness to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio Adjusted EBITDA on a consolidated basis for the Company or preceding four full fiscal quarters that is no less than the Successor Company would be equal ratio of Indebtedness to or greater than such ratio Adjusted EBITDA for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely preceding four full fiscal quarters for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to on a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsconsolidated basis.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) the Company is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or by which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States, any state hereof or the District of Columbia; (ii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (Bincluding, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the surviving entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; (iii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture Notes and the Registration Rights Agreement and Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (iiiiv) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) (Av) the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger, on or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made will, at the date time of such transaction after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. The foregoing clause (iv) shall will not prohibit (A) a consolidation or merger between the Company and any of its a Wholly Owned Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long asSubsidiary, the amount transfer of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its the properties or assetsassets of the Company to a Wholly Owned Restricted Subsidiary or the transfer of all or substantially all of the properties or assets of a Wholly Owned Restricted Subsidiary to the Company; provided that if the Company is not the surviving entity of such transaction or to the Person to which such transfer is made, in one the surviving entity or more related transactions, the Person to any other Person. The provisions which such transfer is made shall comply with clause (iii) of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsparagraph.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions (a "Subject Transaction") to, another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of either (A) the United States, any state thereof or thereof, the District of Columbia or Singapore or (any such PersonB) a Subject Country, in which case the “Successor Company”)Company will have satisfied its obligations as set forth in clause (b) of this Section 5.01 below; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall notwill not consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially an entirety in one transaction or a series of related transactions) to any Person or permit any Person to merge with or into the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless unless: (i) either: (A) the Company is shall be the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, conveyance or other disposition property and assets of the Company shall have been made is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company on all of the Notes and under the NotesIndenture; (ii) immediately after giving effect to such transaction, this Indenture no Default or Event of Default shall have occurred and the Registration Rights Agreement and be continuing; (iii) immediately after giving effect to such transaction no Default exists; and (iv) (A) on a PRO FORMA basis, the Company or any Person becoming 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 successor obligor of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be Notes shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such transaction. The foregoing ; (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 prohibit apply to a consolidation, merger or sale of all (Abut not less than all) a merger between of the assets of the Company if all Liens and Indebtedness of the Company or any of Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries; or Subsidiaries outstanding immediately after such transaction would have been permitted (B) a merger between the Company and an Affiliate with no liabilities (all such Liens and Indebtedness, other than de minimis liabilities), provided that such Affiliate is incorporated Liens and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of the Indenture; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been 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 increased therebyhave 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 shall may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this This Section 5.01 shall not be applicable 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, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) either the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “"Successor Company”"); , (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no Default exists; exists and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) either: either (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); , (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no Default exists; , and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia, (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iiic) immediately after such transaction no Default exists; or Event of Default exists and (ivd) (A) 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 Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In additionconnection with any consolidation, merger or disposition contemplated by this provision, the Company shall notdeliver, directly or indirectlycause to be delivered, lease all or substantially all of its properties or assetsto the Trustee, in one form and substance reasonably satisfactory to the Trustee, (i) an Officers' Certificate stating that such consolidation, merger or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the Guarantorsrequirements of Section 5.01(a) and (b) have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 and the Registration Rights Agreement and Agreement, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (iii) immediately after such transaction transaction, no Default or Event of Default exists; and , (iv) (A) 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 Successor 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) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09 hereof or and (Bv) the Fixed Charge Coverage Ratio for all rights afforded to the Company or Paperweight Development by the Successor Company would be equal Environmental Indemnity Agreements are effectively assigned, in full, to the Person formed by or greater surviving any such consolidation or merger (if other than such ratio for the Company immediately prior or Paperweight Development) or the Person to which such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between sale, assignment, transfer, conveyance or other disposition has been made pursuant to agreements reasonably satisfactory to the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyTrustee. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries. In addition, the GuarantorsCompany shall not permit the Parent Entity to and the Parent Entity shall not consolidate or merge with any entity other than another Parent Entity and will not permit any merger between any future Parent Entity unless and until the conditions set forth in clauses (i) through (v) of this Section 5.01 have been satisfied provided that with respect to clause (iv)(A), the Consolidated Net Worth immediately after any such transaction shall be equal to or greater than the Consolidated Net Worth of such Parent Entity immediately preceding the transaction .

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Agreement , the Warrant Agreement, the Pledge Agreement, this Indenture Agreement and the Registration Rights Agreement other Company Guarantee Documents pursuant to supplemental agreements in a form reasonably satisfactory to Collateral Agent and the Majority Holders; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors4.09.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, to another Person, Person unless (i) either: (Aa) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (b) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which that sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iiic) immediately after such that transaction no Default or Event of Default exists; and (iv) (Ad) the Company or the Successor Company shallPerson formed by or surviving any such consolidation or merger (if other than the Company), on the date of such transaction or to which that sale, assignment, transfer, conveyance or other disposition shall have been made (i) will, after giving pro forma effect thereto and any related financing transactions to such transaction as if the same that transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (Bii) would, together with its Restricted Subsidiaries, have a higher Fixed Charge Coverage Ratio immediately after that transaction (after giving pro forma effect thereto as if that transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio for of the Company or the Successor Company would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such that transaction. The foregoing clause (ivd) shall will not prohibit (Ai) a merger between the Company and any a Wholly Owned Subsidiary of its Parent created for the purpose of holding the Capital Stock of the Company; (ii) a merger between the Company and a Wholly Owned Restricted SubsidiariesSubsidiary; or (Biii) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state State of the United States, States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the The Company shall not, directly or indirectly, will not lease all or substantially all of its properties or assets, in one or more related transactions, assets to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The So long as the Senior Notes are outstanding, the Company shall may not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; or (B) the Person corporation formed by or surviving any such consolidation or surviving in such merger (if other than or the Company) or to which such Person that acquires by sale, assignment, transfer, conveyance or other disposition shall have been made disposition, or that leases, such assets (in each such case, the "Successor Entity"), is a corporation organized or and existing under the laws of the United States, any state State thereof or the District of Columbia (any such Person, and expressly assumes the “Successor Company”)'s obligations under the Indenture and the Notes; (ii) any Successor Company assumes all the obligations of the Company under the Notes, this Indenture immediately before and the Registration Rights Agreement and (iii) immediately after such transaction no Default or Event of Default exists; and (iviii) the Successor Entity (or the Company, in the case of a consolidation or merger in which the Company is the surviving entity) (A) has Consolidated Net Worth immediately after the Company transaction (but prior to any revaluation or the Successor Company shall, on recalculation of Consolidated Net Worth as of the date of the transaction relating to a carry-over basis (if any) of the assets acquired in the transaction (as determined in accordance with GAAP)) equal to or greater than the Consolidated Net Worth of the Company immediately prior to the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the have a Fixed Charge Coverage Ratio test of not less than 1.75 to 1 (calculated pursuant to Section 4.09 above); provided that the limitations set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing this clause (iviii) shall not prohibit (A) a apply following the Investment Grade Date or to any merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness consolidation of the Company with or into a Restricted Subsidiary and its Restricted Subsidiaries is provided further, that the limitations set forth above shall not increased thereby. In addition, apply to the sale or disposition by the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsGenerating Assets or the Oswego Plant.

Merger, Consolidation or Sale of Assets. The Neither the Company shall not, directly or indirectly (1) nor any Restricted Subsidiary may consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary, as the case may be, is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company or such Restricted Subsidiary, as the case may be, is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Restricted Subsidiary, as the case may be, under the Notes, Notes or such Restricted Subsidiary's Guarantee thereof and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) 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 Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) either the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “"Successor Company”"); , (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement and pursuant to agreements reasonably satisfactory to the Trustee, (iii) immediately after such transaction no Default exists; exists and (iv) (A) the Company or the Successor Company shall, on the date of such transaction after giving pro forma PRO FORMA effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transactionhereof. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, in each case, the amount of Indebtedness of the Company MacDermid and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”)or Bermuda; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Successor 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) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on the date of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction4.9 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesCollateral Agreements, Registration Rights Agreement, the Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately prior to and after such transaction transaction, no Default exists; or Event of Default exists and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company and the Merger, the Company or the Successor Company 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 shall, on the date of immediately prior to and after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Wholly Owned Subsidiaries or any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental Indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company shallimmediately preceding the transaction and (B) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In additionconnection with any consolidation, merger or transfer contemplated by this provision, the Company shall notdeliver, directly or indirectlycause to be delivered, lease all or substantially all of its properties or assetsto the Trustee, in one form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or more related transactions, transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in this Indenture provided for relating to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance such transaction or other disposition of assets between or among the Company and any of the Guarantorstransactions have been complied with.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) and shall not permit any of its Subsidiaries to, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactions totransactions, to another Person, unless Person unless: (i) either: either (Aa) the Company Company, in the case of a transaction involving the Company, or a Subsidiary which is a party to the transaction, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation; corporation or (Bb) in the case of a transaction involving the Company, the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company and expressly assumes all of the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iiiii) immediately after such transaction no Default or Event of Default exists; (iii) in the case of a transaction involving the Company (except in the case of a merger of the Company with or into a Wholly-Owned Subsidiary of the Company (other than a Receivables Subsidiary)), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, (a) shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (ivb) (A) will, at the Company or the Successor Company shall, on the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof 4.09; (iv) if, as a result of any such transaction, property or (B) the Fixed Charge Coverage Ratio for assets of the Company or any Subsidiary of the Successor Company would be equal become subject to or greater than such ratio for a Lien securing Indebtedness not excepted from Section 4.12, the Company immediately prior or its successor, as the case may be, shall have otherwise complied with such Section 4.12; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and, except in the case of a merger of a Subsidiary of the Company into the Company or into a Wholly-Owned Subsidiary of the Company, an opinion of counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with all of the terms of this Section 5.01 and that all conditions precedent provided for in this Section 5.01 relating to such transaction, or series of transactions, have been complied with. The foregoing clause (iv) shall not prohibit (A) a merger between For the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state purposes of the United States, so long asforegoing, the amount transfer (by sale, lease, assignment or otherwise, in a single transaction or series of Indebtedness transactions) of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its the properties or assets, in assets of one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any Subsidiaries of the GuarantorsCompany, the Capital Stock of which constitutes all or substantially all of the properties or 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, directly or indirectly indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its and its Restricted Subsidiaries' properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless unless: (i) either: either (Aa) the Company is the surviving corporation; , or (Bb) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) 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 NotesRegistration Rights Agreement, the Notes and this Indenture and pursuant to agreements reasonably satisfactory to the Registration Rights Agreement and Trustee, (iii) immediately after such transaction no Default exists; or Event of Default exists and (iv) (A) the Company or the Successor 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) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any its Wholly Owned Restricted Subsidiaries. Furthermore, the provisions of this Section 5.01 shall not prohibit a merger between the Company and a Restricted Subsidiary of the GuarantorsCompany formed solely for the purpose of reincorporating the Company or a Restricted Subsidiary in another state of the United States or changing the legal form of the Company or a Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, corporation or Person unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such PersonColumbia, the “Successor Company”); (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to a supplemental indenture, in a form reasonably satisfactory to the Trustee, under the NotesNotes and this Indenture, this Indenture and the Registration Rights Agreement and (iii) immediately after such transaction transaction, no Default exists; or Event of Default exists and (iv) the Company or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the Consolidated Net Worth of the Company or immediately preceding the Successor Company transaction and (B) shall, on at the date time of such transaction after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of the first paragraph of Section 4.09 hereof or (B) hereof. Notwithstanding anything else contained in this Indenture to the Fixed Charge Coverage Ratio for contrary, the Company or is entitled to merge with a Wholly Owned Subsidiary of the Successor Company would be equal to or greater than such ratio for Company, PROVIDED that if the Company immediately prior to is not the surviving entity of such transaction. The foregoing , the surviving entity shall comply with clause (ivii) 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United Statesimmediately preceding paragraph. Notwithstanding the foregoing, so long as, nothing in this Section 5.01 shall restrict or encumber the amount of Indebtedness ability of the Company and its Restricted Subsidiaries is not increased thereby. In additionto (a) pay dividends or make other distributions to the Holding Company on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or pay any Indebtedness owed to the Holding Company shall notor any of its Subsidiaries, directly (b) make loans or indirectly, lease all advances to the Holding Company or substantially all any of its Subsidiaries or (c) transfer any of its properties or assets, in one assets to the Holding Company or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Subsidiaries.

Merger, Consolidation or Sale of Assets. The If the Company shall notshall, directly or indirectly indirectly, (1i) merge or consolidate or merge with or into another Person corporation (whether other than a merger or not reorganization involving only a change in the state of incorporation of the Company is or the surviving corporationacquisition by the Company of other businesses where the Company survives as a going concern), or (2ii) sell, assign, transfer, convey or otherwise dispose of sell all or substantially all of the properties Company’s capital stock or assets to any other Person, (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of either the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the Company and its Restricted Subsidiaries taken as a whole, in one outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or more related transactions other Persons making or party to, another Personor associated or affiliated with the other Persons making or party to, unless such stock purchase agreement or other business combination) (each a “Fundamental Transaction”), then (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition Successor Entity shall have been made is a corporation organized or existing under the laws assume in writing all of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company under this Warrant pursuant to written agreements in form and substance satisfactory to the NotesHolder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Indenture Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the Registration Rights Agreement shares of Common Stock issuable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Holder and (iiiii) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto. In any such case, appropriate adjustment (as reasonably determined by the Company’s Board of Directors) shall be made in the application of the provisions of this Section 2.3 (including provisions with respect to adjustment of the Base Price), as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the request of the Holder delivered before the 90th day after such transaction no Default exists; and (iv) (A) Fundamental Transaction, the Company (or the Successor Company shallEntity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) business days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the value of the remaining unexercised portion of this Warrant 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 Fundamental Transaction, which value shall be determined by use of the applicable fourBlack-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the GuarantorsScholes option pricing model.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor Company") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) any the Successor Company assumes all the obligations of the Company under the Notes, this Indenture Notes and hereunder pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction) no Default or Event of Default exists; and (iv) (A) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Successor Company (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than 90% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B4.09(a) hereof. Notwithstanding the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing foregoing, clause (iv) shall will not prohibit (A) be applicable to a merger between of the Company and any with an Affiliate of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose and with the sole effect of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions For purposes of this Section 5.01 shall not be applicable to a 5.01, the sale, assignment, transfer, lease, conveyance or other disposition of properties or assets between of one or among more Subsidiaries of the Company, which properties and assets, if held by the Company and any instead of such Subsidiaries, would constitute all or substantially all of the Guarantorsproperties 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.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly (1) Borrower may not consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity unless (i) either: (A) the Company Borrower is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor Company such consolidation or merger (if other than the Borrower) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company Borrower under the Notes, Notes and this Indenture and Agreement pursuant to an amendment to this Agreement in a form reasonably satisfactory to the Registration Rights Agreement and Administrative Agent; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) (A) except in the Company case of a merger of the Borrower with or into a Wholly Owned Restricted Subsidiary of the Borrower, the Borrower or the Successor Company shallentity or Person formed by or surviving any such consolidation or merger (if other than the Borrower), on the date of or to which such transaction sale, assignment, transfer, lease, conveyance or other disposition shall have been made, after giving pro forma effect thereto and any related financing transactions to such transaction as if the same such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof 4.7 or (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior same four-quarter period without giving pro forma effect to such transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not and shall not permit any of its Restricted Subsidiaries to consolidate or merge with or into another Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Personcorporation, Person or entity, unless (i) either: (A) the Company or such Restricted Subsidiary is the surviving corporation; corporation or (B) the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the entity or Person formed by or surviving any Successor such consolidation or merger (if other than the Company or such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes, Notes and this Indenture and pursuant to a supplemental indenture in a form reasonably satisfactory to the Registration Rights Agreement and Trustee; (iii) immediately after such transaction transaction, no Default exists; or Event of Default exists and (iv) (A) 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 Successor entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourtwo-quarter periodMeasurement Period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Debt to Annualized Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof or any other Person which (Bx) assumes or guarantees the Fixed Charge Coverage Ratio for obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (y) would, as a result of the applicable transaction, properly classify the Company or such Restricted Subsidiary as a consolidated subsidiary in accordance with GAAP and (C) would, if the Successor Company would be equal to or greater than conditions set forth in clauses (a) and (b) above were tested substituting such ratio Person for the Company immediately prior to Company, satisfy such transaction. 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 with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsconditions.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions totransactions, to another Person, Person unless (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (any such Person, the “Successor Company”)Columbia; (ii) the Person formed by or surviving any Successor Company such consolidation or merger (if other than the Company) or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes, Notes and this Indenture and the Registration Rights Agreement and Indenture; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Company or any Person formed by or surviving any such consolidation or merger, or to which such sale. assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the Consolidated Net Worth of the Company or immediately preceding the Successor Company transaction and (B) shall, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorshereof.

Merger, Consolidation or Sale of Assets. The Company shall notwill not consolidate with, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)into, or (2) sell, assignconvey, transfer, convey lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless unless: (i) either: (A) the Company is shall be the surviving corporation; continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, conveyance or other disposition property and assets of the Company shall have been made is be a corporation organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof or and shall expressly assume, by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia (any such Person, the “Successor Company”); (ii) any Successor Company assumes all the obligations of the Company on all of the Notes and under the Notesthis Indenture; (ii) immediately after giving effect to such transaction, this Indenture no Default or Event of Default shall have occurred and the Registration Rights Agreement and be continuing; (iii) immediately after giving effect to such transaction no Default exists; and (iv) (A) on a pro forma basis, the Company or any Person becoming 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 successor obligor of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be Notes shall have a Consolidated Net Worth equal to or greater than such ratio for the Consolidated Net Worth of the Company immediately prior to such transaction. The foregoing ; (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(a); provided that this clause (iv) shall not prohibit apply to a consolidation, merger or sale of all (Abut not less than all) a merger between of the assets of the Company if all Liens and Indebtedness of the Company or any of Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries; or Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (B) a merger between the Company and an Affiliate with no liabilities (all such Liens and Indebtedness, other than de minimis liabilities), provided that such Affiliate is incorporated Liens and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Indenture; and (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clauses (iii) and (iv) above do not increased thereby. In additionapply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the Company shall not, directly or indirectly, lease all or substantially all principal purpose of its properties or assets, in one or more related transactions, such transaction is to any other Person. The provisions change the state of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition incorporation of assets between or among the Company and that any such transaction shall not have as one of its purposes the evasion of the Guarantorsforegoing limitations.

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to, another Person, unless (i) eitherPerson unless: (A) either (1) the Company is the surviving corporation; corporation or (B2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia Columbia; (B) the Person formed by or surviving any such Personconsolidation or merger (if other than the Company) or the Person to which such sale, the “Successor Company”); (ii) any Successor Company assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notesits Indebtedness, this Indenture and including the Registration Rights Agreement Agreement, the Notes and this Indenture pursuant to agreements in a form reasonably satisfactory to the Trustee; (iiiC) immediately after such transaction transaction, no Default or Event of Default exists; and (iv) (AD) the Company or the Successor Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made: (1) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (2) 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 foursix-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased therebyhereof. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantorsits Wholly Owned Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company None of the Company, NE LP, NE LLC, NEA or NJEA shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company such entity is the surviving corporation), entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets or all or any of the Company and its Restricted Subsidiaries taken as a whole, partner interests of NEA or NJEA in one on or more related transactions toto any Person unless (a) such consolidation, another Personmerger, unless sale, assignment, lease, conveyance or other disposition (i) either: does not constitute a change of control or (Aii) constitutes a Change of Control and a Change of Control Offer is made pursuant to Section 4.15 hereof, (b)(i) the Company Company, NE LP or NE LLC (as the case may be) is the surviving corporation; entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company, NE LP or NE LLC as the case may be) or the entity to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (1) is a corporation or a partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia and (any such Person2) assumes all of the Obligations of the Company, NE LP or NE LLC (as the case may be) under the Note, the “Successor Company”); (ii) any Successor Company assumes all Bonds, the obligations of Indenture, the Bond Guaranty, the Company under the Notes, this Indenture and Partner Pledge Agreement and the Registration Rights Agreement and Agreement, (iiic) immediately after such transaction no Default exists; and (iv) (A) 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction, no Default or Event of Default exists, (d) Xxxxx'x and S&P confirm that the then current ratings of the Bonds will not be lowered as a result thereof and (e) the Company, NE LP and NE LLC would be permitted under Section 4.09 to incur one dollar of Indebtedness the proceeds of which would be used to finance capital expenditures other than Required improvements for NEA and/or NJEA. The foregoing Company, NE LP and NE LLC, as the case may be, shall deliver to the Trustee an Officer's Certificate (attaching the arithmetic computations to demonstrate compliance with clause (ive) shall not prohibit (Aabove) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities)Opinion of Counsel, provided each stating that such Affiliate is incorporated consolidation, merger or transfer and the merger undertaken solely such supplemental indenture complies with this Article and that all conditions precedent herein provided for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, relating to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.such transaction have been complied with;