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

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a an indenture supplemental indenture or other agreement in a form reasonably satisfactory hereto, executed and delivered to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization expressly assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory an indenture supplemental hereto, executed and delivered to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and; (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law); and (vi) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such reorganization and such supplemental indenture comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, Person unless: (i) either (1A) such Issuer the Company is the survivor surviving corporation or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedprovided that, howeverin the case of a limited liability company or a partnership, that Finance Corp. may not consolidate or merge with or into any Person unless a co-obligor of the Person formed by or surviving such consolidation or merger Notes is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form and substance reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willmade, on shall, at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or ) or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio after giving such pro forma effect to such transactions is equal to or greater than it is immediately prior to such transaction or series of transactions; and (v) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and the Notes. (b) Except in a transaction in which its Guarantee will be released as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of Section 5.01(c), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (vGuarantor) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company such Guarantor, under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee;a supplemental indenture; and (ivii) immediately after giving effect to such reorganization transaction, no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (dc) Upon any consolidation This Section 5.01 shall not apply to a merger of the Company or merger a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating the Company or such a Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing in this Section 5.01 shall prohibit the Company or any disposition Restricted Subsidiary from consolidating or amalgamating with, merging with or into or conveying, transferring or leasing, in one transaction or a series of transactions, all or substantially all of the properties or its assets of to the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1a) merge or consolidate or merge with or into another Person or Persons; or (whether or not such Issuer is the survivor), or (2b) sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions transactions, to another PersonPerson or Persons, unless: (i) either (1) such Issuer either: (A) the transaction is a merger or consolidation and the Company is the survivor or surviving corporation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition shall have has been made is a Person corporation, limited liability company, partnership, trust or other entity organized or and existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Columbia and expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b2) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than treating the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) ’s obligations in connection with any or as a result of such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize transaction as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) having been incurred as of the Company into a form time of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United Statestransaction, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default existsshall have occurred and be continuing; and (v3) such reorganization is not materially adverse the Company or the surviving entity shall have delivered to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization Trustee (a) is subject an Officer’s Certificate stating that the conditions in (1) and (2) above have been satisfied and any other conditions precedent in this Indenture relating to federal or state income taxation as an entity or such transaction have been satisfied and (b) is considered to be an “includible corporation” Opinion of an affiliated group of corporations within Counsel stating that the meaning of Section 1504(bconditions in (1) of the Code or above have been satisfied and any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company other conditions precedent in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesrelating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly Holdings or indirectly, any Borrower shall: (1) consolidate with or merge with or into another Person (whether or not such Issuer is the survivor), Person; or (2) directly or indirectly, sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of (including by virtue of a merger, consolidation, amalgamation, liquidation or otherwise), all or substantially all of the assets of Holdings and its properties or assets Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, in each case, unless: (i) either either: (1A) Holdings or such Issuer Borrower is the survivor surviving or transferee Person; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made is a Person an entity organized or existing under the laws of the same jurisdiction as Holdings or such Borrower, as applicable; provided that, for purposes of this Section 6.11(a)(i)(B), the United States, any state of the United States or all states thereof and the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is Columbia shall be considered a corporation satisfying such requirement so long as the Company is not a corporationsingle jurisdiction; (ii) the Person formed by or surviving any such consolidation or merger (if other than such IssuerHoldings or a Borrower) or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made (if other than Holdings or a Borrower) assumes all the obligations of Holdings or such Issuer Borrower, as applicable, under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee;Administrative Agent; and (iii) immediately after such transaction no Default or Event of Default exists; (iv) other than in the case of a Restricted Subsidiary merging into Holdings or a Borrower, immediately after such transaction involving (or, in the Company and not Finance Corp.case of a Limited Condition Transaction, either;as of the LCT Test Date), no Event of Default exists. (ab) No Subsidiary Guarantor shall: (1) consolidate with or merge with or into another Person; or (2) directly or indirectly, sell, assign, transfer, convey, lease or otherwise dispose of (including by virtue of a merger, consolidation, amalgamation, liquidation or otherwise), all or substantially all of its assets taken as a whole, in one or more related transactions, to another Person, in each case, unless: (i) the Company other Person is Holdings or a Borrower or any Restricted Subsidiary; or (ii) either: (A) such Subsidiary Guarantor is the surviving or transferee Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Company), or Person to which such sale, assignment, transfer, leaseconveyance, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company 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 lease or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture made (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.such Subsidiary Guarantor) may consolidate with, merge into or dispose is organized in a Covered Jurisdiction and assumes all the obligations of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a such Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed Guarantor under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;this Agreement; or (iii) the entity so formed transaction constitutes a Disposition (including by way of merger or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture consolidation) (as it relates to the NotesA) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization that is not materially adverse to the Holders an Asset Sale or Beneficial Owners of the Notes is an Asset Sale that is in compliance with Section 6.03 or (for purposes of this clause (vB) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal Subsidiary Guarantor or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition Disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company such Subsidiary Guarantor that is not an Asset Sale or is an Asset Sale that is in compliance with Section 6.03. Notwithstanding the surviving entityforegoing in this Section 6.11, (i) Holdings and the surviving entity formed by such Borrowers and the Restricted Subsidiaries may consummate the Transactions, (ii) Holdings and the Borrowers and the Restricted Subsidiaries may consummate a consolidation or merger the purpose of which is to effect a Permitted Investment or an Investment permitted by 6.04, (iii) any Subsidiary Guarantor may merge or consolidate with or into which an Affiliate solely for the Company purpose of reorganizing in another jurisdiction and (iv) any Subsidiary Guarantor may liquidate, dissolver or wind up if Holdings determines in good faith that such liquidation, dissolution or conveyance is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, in the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) best interest of Holdings and the Notes with the same effect Restricted Subsidiaries taken as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Noteswhole.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to and the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction both immediately prior to and immediately after giving pro forma effect thereto and to 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 Debt to Cash Flow Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner4.09 hereof. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture hereunder pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerhereof. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not consolidate with, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor)into, or (2) sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its properties assets (as an entirety or assets substantially as an entirety in one transaction or more a series of related transactions transactions), to another Person, any Person unless: : (i) either (1) such Issuer is the survivor Company shall be the continuing Person, or (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such Issuer ) consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company are transferred shall have been made is be a Person corporation organized or and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; providedColumbia and shall expressly assume, howeverby a supplemental indenture, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates executed and delivered to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement Trustee, in a form reasonably satisfactory to the Trustee; , all of the obligations of the Company under the Senior Notes, this Indenture and the Collateral Documents, and the obligations under this Indenture shall remain in full force and effect; and (iiiii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto occurred and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)continuing; or and (biii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred Company or such Person could incur at the beginning of the applicable four-quarter periodleast $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof; and (iv) immediately thereafter, the Fixed Charge Coverage Ratio of the Company or the Person formed by or other surviving any such consolidation or merger (if other than entity, as the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be shall have a Consolidated Net Worth equal to or greater than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately before prior to such transactions; andtransaction. (vb) such Issuer has delivered In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and such the supplemental indenture (if any) in respect thereto comply with this Supplemental Indenture Section 5.1 and the Base Indenture (as it relates that all conditions precedent herein provided for relating to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate transaction or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate transactions have been complied with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding This Section 5.01(a), 5.1 shall not apply to the Company may reorganize as any other form sale of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution stock or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets Subsidiary of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesSection 4.8 hereof.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1a) merge or consolidate or merge with or into another Person or Persons; or (whether or not such Issuer is the survivor), or (2b) sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions transactions, to another PersonPerson or Persons, unless: (i) either (1) such Issuer either: (A) the transaction is a merger or consolidation and the Company is the survivor or surviving Person; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition shall have has been made is a Person corporation, limited liability company, partnership, trust or other entity organized or and existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Columbia and expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b2) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than treating the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) ’s obligations in connection with any or as a result of such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize transaction as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) having been incurred as of the Company into a form time of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United Statestransaction, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default existsshall have occurred and be continuing; and (v3) such reorganization is not materially adverse the Company or the surviving entity shall have delivered to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization Trustee (a) is subject an Officer’s Certificate stating that the conditions in (1) and (2) above have been complied with and any other conditions precedent in this Indenture relating to federal or state income taxation as an entity or such transaction have been complied with and (b) is considered to be an “includible corporation” Opinion of an affiliated group of corporations within Counsel stating that the meaning of Section 1504(bconditions in (1) of the Code or above have been complied with and any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company other conditions precedent in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesrelating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, Person unless: (i) either (1) either: (A) if the transaction or series of transactions is a consolidation of the Company with or a merger of the Company with or into any other Person, the Company shall be the surviving corporation of such Issuer is the survivor merger or consolidation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is shall be a Person corporation organized or and existing under the laws of the United StatesBritish Virgin Islands, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any and such Person unless shall expressly assume all the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as Obligations of the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Security Documents pursuant to a supplemental indenture indentures or other agreement in a form documents or agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to the surviving Person; (iii2) immediately after such transaction transaction, no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a3) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willmade, would, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof. (b) No Subsidiary Guarantor will, and the Company will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless: (1) either: (A) if the transaction or series of transactions is a consolidation of such Subsidiary Guarantor with or a merger of such Subsidiary Guarantor with or into any other Person, such Subsidiary Guarantor shall be the surviving corporation of such consolidation or merger; or (bB) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will made shall be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate a corporation organized and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United StatesBritish Virgin Islands, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx, any state thereof of the United States or the District of Columbia; (iii) the entity so formed by or resulting from , and such reorganization assumes Person shall expressly assume all the obligations Obligations of such Subsidiary Guarantor under its Note Guarantee, this Indenture and the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Security Documents pursuant to supplemental indentures or other documents or agreements reasonably satisfactory to the Trustee;Trustee and the Collateral Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to the surviving Person; and (iv2) immediately after such reorganization transaction, no Default or Event of Default exists; and (v) such reorganization is not materially adverse to provided, however, that the Holders or Beneficial Owners of the Notes (for purposes provisions of this clause (vSection 5.01(b) shall not apply if such Subsidiary Guarantor is released from its Note Guarantee as a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor result of such reorganization (a) is subject consolidation, merger, sale or other disposition pursuant to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law)11.08 hereof. (dc) Upon This Section 5.01 will not apply to: (1) a merger of the Company or a Subsidiary Guarantor, as the case may be, with an Affiliate solely for the purpose of reincorporating the Company or a Subsidiary Guarantor, as the case may be, in another jurisdiction; or (2) any consolidation or merger merger, or any sale, assignment, transfer, conveyance, or other disposition of all assets between or substantially all of the properties or assets of among the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with Subsidiary Guarantors or between or among the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesSubsidiary Guarantors.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to the Notes) Subordinated Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement agreements in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), ) or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions transactions, to another Person, unless: (i) either (1) such Issuer either: (a) the Company is the survivor surviving Person; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trusteeindenture; (iii3) immediately after such transaction transaction, no Note Payment Default or Event of Default exists; (iv4) in immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the case same had occurred at the beginning of a transaction involving the Company and not Finance Corp.applicable four-quarter period, either; (aA) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made willmade, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (bB) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made, will be is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before prior to such transactionstransaction; and (v5) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (indenture, if any) comply with , do not violate this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerIndenture. (b) Notwithstanding This Section 5.01 will not apply to (1) any statutory conversion of the restrictions described in Section 5.01(a)(iv)Company to a corporation or another form of entity, (i2) any Restricted Subsidiary (sale, assignment, transfer, conveyance, lease or other than Finance Corp.) may consolidate with, merge into disposition of properties or dispose of all assets between or part of its properties and assets to among the Company and its Restricted Subsidiaries or (ii3) IPOCo Transactions, the Qualified IPO and the transactions relating thereto. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company may consolidate or merge with or into a Subsidiary one of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with its Restricted Subsidiaries for any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity purpose or (b2) is considered to be with or into an “includible corporation” Affiliate solely for the purpose of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of reorganizing the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate (ii) except in the case of a merger or merge consolidation of the Company with or into any Person unless a Wholly Owned Restricted Subsidiary of the Person formed by Company, the entity or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to Notes and the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger or consolidation of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer may not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such the Issuer is the survivorsurviving partnership), ; or (2) sell, assign, transfer, leaseconvey, convey lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of its the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (1) either: (i) either (1) such the Issuer is the survivor or surviving partnership; or (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such the Issuer under the Notes, the Base Indenture (as it relates to the Notes) Securities and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee;; and (iv3) immediately after such reorganization transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Issuer or any Subsidiary Incurred in connection with or as a result of such transaction or series of transactions as having been Incurred at the time of such transaction), no Default or Event of Default exists; and. (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization 5.01 will not be considered materially adverse apply to the Holders a sale, assignment, transfer, conveyance or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any other disposition of all assets between or substantially all of among the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, Issuer and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesits Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such the Issuer is the survivorsurviving corporation), or (2) and the Issuer will not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another PersonPerson (including by way of consolidation or merger), unless: (i) either (1) such either: (A) the Issuer is the survivor surviving corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that, in the case such Person is a limited liability company or a partnership, such Person will form a Wholly Owned Subsidiary that is a corporation and cause such Subsidiary to become a co-issuer of the Notes; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Issuer, as the case may be, under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction and any related financing transactions, no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a4) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willmade, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, period either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a4.10(a); or , or (bB) immediately after giving effect to would have a Fixed Charge Coverage Ratio on such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, higher than the Fixed Charge Coverage Ratio immediately prior to such transactions. (b) Notwithstanding clauses (3) and (4) of the Company or the Person formed by or surviving any such consolidation or merger (if other than the CompanySection 5.01(a), the Issuer may merge or consolidate with a Restricted Subsidiary incorporated solely for the purposes of organizing the Issuer in another jurisdiction. (c) The Issuer shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to which such any other Person. (d) This Section 5.01 will not apply to a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than among the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionRestricted Subsidiaries that are Guarantors. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (i) either (1) such Issuer either: (A) the Company is the survivor or surviving corporation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture, the Base Indenture (as it relates to Registration Rights Agreement and the Notes) and this Supplemental Indenture Security Documents pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately before and after giving effect to such transaction transaction, no Default or Event of Default exists;shall have occurred and is continuing; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a4) 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 has been made: (A) will have been made Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (B) will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a)4.09 hereof. In addition, the Company may reorganize as any other form of entity in accordance with the following proceduresnot, provided that: (i) the reorganization involves the conversion (by mergerdirectly or indirectly, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of lease all or substantially all of the its properties or assets assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (1) a consolidation or merger of the Company in accordance with an Affiliate solely for the foregoing, in which purpose of reincorporating the Company is not the surviving entityin another jurisdiction; and (2) any sale, the surviving entity formed by such consolidation transfer, assignment, conveyance, lease or into which other disposition of assets between or among the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesits Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Debentures and this Supplemental Indenture hereunder pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerhereof. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer will not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer is the survivor), Person; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the Issuer’s properties or assets (determined on a consolidated basis for the Issuer and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: (i) either (1) such either: (A) the Issuer is the survivor or surviving entity; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Issuer, as the case may be, under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction transaction, no Default or Event of Default exists;; and (iv4) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)4.07(a) hereof; or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, Person unless: (i) either (1A) such Issuer the Company is the survivor surviving corporation or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedprovided that, howeverin the case of a limited liability company or a partnership, that Finance Corp. may not consolidate or merge with or into any Person unless a co-obligor of the Person formed by or surviving such consolidation or merger Notes is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trusteeindenture; (iii) immediately after giving effect to such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willmade, on shall, at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or ) or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio after giving such pro forma effect to such transactions is equal to or greater than it is immediately prior to such transaction or series of transactions; and (v) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and the Notes. (b) Except in a transaction in which its Guarantee will be released as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of Section 5.01(c), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (vGuarantor) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company such Guarantor, under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee;a supplemental indenture; and (ivii) immediately after giving effect to such reorganization transaction, no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (dc) Upon any consolidation This Section 5.01 shall not apply to a merger of the Company or merger a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating the Company or such a Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing in this Section 5.01 shall prohibit the Company or any disposition Restricted Subsidiary from consolidating or amalgamating with, merging with or into or conveying, transferring or leasing, in one transaction or a series of transactions, all or substantially all of the properties or its assets of to the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company will not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to to, another Person, unless: Person unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement agreements in a form reasonably satisfactory to the Trustee; , (iii) immediately after such transaction transaction, no Default or Event of Default exists; exists and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made will, on the date of such transaction would have Consolidated Net Worth immediately after giving pro forma effect thereto and the transaction equal to any related financing transactions as if or greater than the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately preceding the transaction. In addition, the Company will not lease all or the Person formed by substantially all of its properties or surviving assets, in one or more related transactions, to any such consolidation or merger (if other than the Company)Person. The provisions of this Section 5.01 will not be applicable to a consolidation, or to which such merger, sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of properties or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger assets between or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), among (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company and its Wholly Owned Restricted Subsidiaries or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionand Holdings. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, The Company shall not: (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person, unless: (1) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); provided, that if the Successor Company is not a corporation, a co-issuer of the Notes will be a corporation; (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture or other documents or instruments reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; and (4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) the Company or the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (ii) the Fixed Charge Coverage Ratio for the Company or the Successor Company and its respective Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. The Successor Company will succeed to, and be substituted for, the Company under this Indenture and the Notes, and the Company will be released from its obligations thereunder. Notwithstanding this Section 5.01(a): (1) any Restricted Subsidiary may consolidate with or merge into the Company; (2) the Company or any Restricted Subsidiary may transfer all or part of its properties and assets to a Guarantor; and (3) the Company may merge with an Affiliate of the Company incorporated solely for the purpose of reincorporating the Company in another state of the United States of America so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby. (b) Each Guarantor will not, and the Company will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Personto, any Person unless: (i) either (1) (a) such Issuer Guarantor is the survivor surviving Person or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a Person organized or existing under the laws of the United StatesStates of America, any state of the United States or thereof, the District of Columbia; provided, howeveror any territory thereof (such Guarantor or such Person, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; case may be, being herein called the “Successor Guarantor”); (iib) the Person formed by or surviving any such consolidation or merger (Successor Guarantor, if other than such Issuer) or the Person to which such saleGuarantor, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all the obligations of such Issuer Guarantor under this Indenture, such Guarantor's Guarantee and the NotesSecurity Documents, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture indentures or other agreement documents or instruments in a form reasonably satisfactory to the Trustee; ; and (iiic) immediately after such transaction transaction, no Default or Event of Default exists;; or (iv2) in the case of a transaction involving does not violate Section 4.10 hereof or is not an Asset Sale pursuant to the Company definition thereof. The Successor Guarantor will succeed to, and not Finance Corp.be substituted for, either;such Guarantor under this Indenture and such Guarantor's Guarantee, and the Guarantor will be released from its obligations thereunder. (c) Notwithstanding paragraphs (a) the Company and (b) of this Section 5.01, any Guarantor may (x) merge into or the Person formed by or surviving any such consolidation or merger (if other than the Company)sell, or to which such sale, assignmentassign, transfer, lease, conveyance convey or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or otherwise dispose of (each such action being referred to in this paragraph as a “transfer”) all or part of its properties and assets to another Guarantor or the Company Company, (y) transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Guarantor in a transaction that (i) does not violate Section 4.10 hereof or is not an Asset Sale pursuant to the definition thereof or (ii) comprised of one or more non-exclusive licenses of intellectual property for fair value (as determined in good faith by the Company), or (z) transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Guarantor; provided that any transfer made pursuant to this clause (z) satisfies the following conditions: (1) the transferor receives consideration at the time of such transfer at least equal to the fair value (as determined in good faith by the Company) of the properties and assets transferred, such consideration to be in the form of cash, Cash Equivalents and/or one or more promissory notes made by the transferee to the transferor; (2) the Capital Stock of the transferee is owned by the Company may consolidate or merge with a Restricted Subsidiary, or into by a Restricted Subsidiary the Capital Stock of which is owned by the Company or another Restricted Subsidiary; (3) the transferee (and, if the Capital Stock of the Companytransferee is owned by a Foreign Subsidiary, such owner) agrees in each casewriting not to incur any Indebtedness or Preferred Stock other than: (a) pursuant to clauses (4), without (5), (6), (8), (9), (11), (15) or (16) of Section 4.09(b) hereof, (b) Indebtedness in the Company being required nature of deferred purchase price of any property (including Capitalized Lease Obligations) permitted pursuant to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition.4.09 hereof and (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity Indebtedness other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default existsfor borrowed money; and (v4) such reorganization is not materially adverse with respect to any property and assets that are owned by the Holders Company or Beneficial Owners of a Guarantor on the Notes (for purposes of Issue Date and subsequently transferred in reliance on this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization z), (a) is subject the fair value of such property and assets as of the date of such transfer (as determined in good faith by the Company and evidenced by a certificate of a Responsible Officer delivered to federal the Trustee not less than five Business Days (or state income taxation such shorter time as an entity or the Trustee may agree) prior to such transfer), plus (b) is considered to be an “includible corporation” the fair value of an affiliated group any other property or assets previously transferred in reliance on this clause (z) as of corporations within their respective dates of transfer (as determined in good faith by the meaning Company), minus (c) the aggregate amount of Section 1504(b) payments of principal made on or before the date of the Code or any similar state or local law)transfer in question with respect to all promissory notes previously delivered pursuant to this clause (z) shall not exceed $175.0 million. (d) Upon any consolidation For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or merger or any other disposition of all or substantially all of the properties and assets of one or more of the Restricted Subsidiaries in one or more related transactions (other than to the Company or a Guarantor), which properties and assets if held by the Company, instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company in accordance with the foregoing, in which and its Restricted Subsidiaries on a consolidated basis (other than to the Company is not or a Guarantor), shall be deemed to be the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease transfer of all or substantially all of the properties and assets of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (i) either either: (1a) such Issuer the Company is the survivor surviving corporation; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willshall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period4.09 hereof. In addition, the Fixed Charge Coverage Ratio Company shall not, directly or indirectly, lease all or substantially all of the Company its properties or the Person formed by assets, in one or surviving more related transactions, to any such consolidation or merger (if other than the Company), or Person. The provisions of this Section 5.01 shall not apply to which such a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerany Guarantors. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving Person), ; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (a) either: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; the surviving Person; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such Issuersale, 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; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, expressly assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Security Documents pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists; (ivd) the Collateral owned by or transferred to the surviving entity shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Liens (e) the property and assets of the Person which is merged or consolidated with or into the surviving entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the case of a transaction involving manner and to the Company and not Finance Corp., either;extent required in this Indenture; and (af) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, transfer conveyance or other disposition shall have has been made willmade, shall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period. In addition, the Fixed Charge Coverage Ratio Company may not, directly or indirectly, lease all or substantially all of the Company its properties or the Person formed by assets, in one or surviving more related transactions, to any such consolidation or merger other Person. Sections 5.01(c) and (if other than the Company)f) shall not apply to a merger, or to which such consolidation, sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionWholly Owned Restricted Subsidiaries. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions to to, another Person, unless: (ia) either (1) such Issuer the Company is the survivor surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) 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 will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to any related financing transactions transaction as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.09 hereof or (b) immediately after giving effect to such transaction and any related financing transactions on have a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before prior to such transactionsconsolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition; and (ve) such Issuer has the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) this Section 5.01 shall not apply to any Restricted Subsidiary (sale, assignment, transfer, lease, conveyance or other than Finance Corp.) may consolidate with, merge into disposition of assets between or dispose of all or part of its properties and assets to among the Company or and its Restricted Subsidiaries and (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company may consolidate or merge (I) with or into a Subsidiary one of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with its Restricted Subsidiaries for any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity purpose or (bII) is considered to be with or into an “includible corporation” Affiliate solely for the purpose of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets reincorporation of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayAn Issuer shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivorsurviving Person), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of such Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (i) either either: (1x) such Issuer is the survivor surviving Person; or (2y) the Person formed by or surviving any such consolidation or merger (if other than such Issuer Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all of the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) Notes and this First Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company such Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made will(x) shall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.05, or (by) would have a lower Leverage Ratio immediately after the transaction, after giving pro forma effect to such the transaction and any related financing transactions on a pro forma basis as if the same transaction had occurred at the beginning of the applicable four-four quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)'s Leverage Ratio immediately prior to the transaction. The preceding clause (iv) shall not prohibit: (x) a merger between an Issuer and one of such Issuer's Wholly Owned Restricted Subsidiaries; or (y) a merger between an Issuer and one of such Issuer's Affiliates incorporated solely for the purpose of reincorporating in another state of the United States. In addition, an Issuer shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to which such any other Person. The provisions of this Section 5.01 shall not apply to a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such among an Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionWholly Owned Restricted Subsidiaries. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1A) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2B) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Person, ; unless: (i) either either: (1a) such Issuer the Company is the survivor surviving corporation or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Columbia and assumes all of the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiiii) immediately after such transaction no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (aiii) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willshall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in first paragraph of Section 4.09(a); or 4.9 hereof or (b) immediately after giving effect have a Leverage Ratio equal to such transaction and any related financing transactions on a pro forma basis as if or less than the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Leverage Ratio of the Company or immediately prior to such transaction. For purposes of this Section 5.1, the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been madeof all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, will be equal to which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or greater than substantially all of the Fixed Charge Coverage Ratio properties and assets of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate consolidated basis, shall be deemed to be the transfer of all or certificates of officers substantially all of the General Partner. (b) properties and assets of the Company. Notwithstanding the restrictions described in Section 5.01(a)(ivpreceding clause (iii), (ix) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into into, sell, assign, convey, lease or dispose of otherwise transfer all or part of its properties and assets to the Company or to any Restricted Subsidiary; provided that a Guarantor may only consolidate with, merge into, sell, assign, convey, lease or otherwise transfer all or part of its properties and assets to the Company or a Guarantor and (iiy) the Company may consolidate or merge with or into a Subsidiary an Affiliate incorporated solely for the purpose of the Company, in each case, without reincorporating the Company being required to comply with Section 5.01(a)(iv) in connection with any another jurisdiction so long as such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization jurisdiction is an entity organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) will consolidate or merge with or into another Person (whether or not such Issuer is the survivor)any Person, or (2) sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another any Person, unless: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger (if other than such Issuer), or to which such sale, lease, conveyance or other disposition shall be made (collectively, the “Successor”), is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof or the District of Columbia, or Canada or any province thereof, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the obligations of the Company under the Indenture and under the Notes; provided, that Finance Corp may not merge or consolidate with or into a Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any immediately before and after giving effect to such consolidation or merger (if other than such Issuer) or the Person to which such saletransaction, assignment, transfer, lease, conveyance or other disposition no Event of Default shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) occurred and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee;be continuing; and (iii3) either: (A) immediately after giving effect to such transaction no Default or Event of Default exists; (iv) in the case of on a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto basis and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-four quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be is equal to or greater than the Fixed Charge Coverage Ratio immediately before such transaction; (B) immediately after giving effect to such transaction on a pro forma basis, the Company (or the Successor) would be able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 4.09; or (C) immediately after giving effect to such transaction on a pro forma basis the Consolidated Net Worth of the Company (or the Successor) shall not be less than the Consolidated Net Worth of the Company immediately before prior to such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) transaction. Notwithstanding the restrictions described in preceding paragraph of this Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a)5.01, the Company may Issuers are permitted to reorganize as any other form of entity in accordance with the following procedures, procedures provided that: (i1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iv4) immediately after such reorganization no Default or Event of Default exists; and (v5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible includable corporation” of an affiliated group of corporations within with the meaning of Section 1504(b1504(b)(i) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither None of the Issuers or the Parent may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer or the Parent is the survivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless: (ia) either (1) such Issuer or the Parent, as applicable, is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is other than a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such IssuerIssuer or the Parent, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer or the Parent, as applicable, under the Notes, this Indenture, the Base Indenture (as it relates to applicable Registration Rights Agreement and the Parent’s Guarantee of the Notes) and this Supplemental Indenture , if applicable, pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists; (ivd) in the case of a transaction involving the Company and not Finance Corp.Parent, either; (a1) the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a)4.09 hereof; or (b2) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodParent’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company Parent immediately before such transactions; and (ve) such Issuer or the Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and Indenture. The restrictions described in the Base Indenture foregoing clause (as it relates d) will not apply to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate (a) any consolidation or certificates of officers merger of the General Partner. Parent with or into one of its Restricted Subsidiaries for any purpose or (b) Notwithstanding the restrictions described in Section 5.01(a)(iv)any sale, (i) any assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) may consolidate withto the Parent, merge into or dispose of all or part of its properties and assets to the Company or (ii) another Restricted Subsidiary that is a Subsidiary Guarantor. Notwithstanding the first paragraph of this Section 5.01, the Parent and the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required are permitted to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, procedures provided that: (i1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Parent or the Company into a form of entity other than a limited partnership formed under Delaware law; (ii2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Parent under its Guarantee of the Notes or the Company under the Notes, as applicable, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture applicable Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (iv4) immediately after such reorganization no Default or Event of Default exists; and (v5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon . Notwithstanding the foregoing, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company (permitted in accordance with the foregoingthis Indenture) is a corporation, in which Finance Corp. may be merged into the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or it may be dissolved and cease to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesan Issuer.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless: (ia) either (1) such Issuer the Company is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture applicable Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists; (ivd) in the case of a transaction involving the Company and not Finance Corp., either;: (ai) 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 will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a)4.09 hereof; or (bii) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodCompany’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (ve) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Indenture. Notwithstanding the restrictions described in Section 5.01(a)(ivthe foregoing clause (d), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or without complying with the preceding clause (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(ivd) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) Company nor any Restricted Subsidiary may consolidate or merge with or into another Person (whether or not the Company or such Issuer Restricted Subsidiary, as the case may be, is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) the Company or such Issuer Restricted Subsidiary, as the case may be, is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Issuer Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company or such IssuerRestricted 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 Issuer Restricted Subsidiary, as the case may be, under the Notes, the Base Indenture (as it relates to the Notes) Notes or such Restricted Subsidiary's Guarantee thereof and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not ---------------------------------------- consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving 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 and assets of the Company and its properties or assets Subsidiaries taken as a whole in one or more related transactions transactions, to another Person, unless: any other Person unless (a) (i) either (1) such Issuer the Company is the survivor surviving corporation or (2ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer 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 Person corporation organized or existing under the laws of ------------------ the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor Company assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture Agreement pursuant an amendment or supplement to a supplemental indenture this Agreement and each other instrument, document or other agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the Trustee; Required Holders; (iiic) immediately after such transaction no Default or Event of Default exists; ; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) the Company or the Person formed by Successor Company (i) will have Consolidated Net Worth immediately after the transaction equal to or surviving any such consolidation or merger (if other greater than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Consolidated Net Worth of the Company immediately preceding the transaction and (ii) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b8.4(a) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerhereof. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions such transaction as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the 4.09 hereof. The Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered shall deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution assignment, transfer, lease conveyance or exchange of assets or otherwise) of the Company into other disposition, and if a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from supplemental indenture is required in connection with such reorganization is an entity organized or existing under the laws of the United Statestransaction such supplemental indenture, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance comply with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case applicable provisions of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesthat all conditions precedent in this Indenture relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1a) merge or consolidate or merge with or into another Person or Persons; or (whether or not such Issuer is the survivor), or (2b) sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions transactions, to another PersonPerson or Persons, unless: (i) either (1) such Issuer either: (A) the transaction is a merger or consolidation and the Company is the survivor or surviving entity; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition shall have has been made is a Person corporation, limited liability company, partnership, trust or other entity organized or and existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Columbia and expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b2) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than treating the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) ’s obligations in connection with any or as a result of such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize transaction as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) having been incurred as of the Company into a form time of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United Statestransaction, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default existsshall have occurred and be continuing; and (v3) such reorganization is not materially adverse the Company or the surviving entity delivers to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization Trustee (a) is subject an Officer’s Certificate stating that the conditions in (1) and (2) above have been satisfied and any other conditions precedent in this Indenture relating to federal or state income taxation as an entity or such transaction have been satisfied and (b) is considered to be an “includible corporation” Opinion of an affiliated group of corporations within Counsel stating that the meaning of Section 1504(bconditions in (1) of the Code or above have been satisfied and any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company other conditions precedent in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesrelating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, Person or entity unless: : (i) either (1) such Issuer the Company is the survivor surviving entity or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Note and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; Agreement; (iii) immediately after such transaction transaction, no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (b) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b4(e) of the Code or any similar state or local law)hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Personcorporation, Person or entity unless: (i) either (1) such Issuer the Company is the survivor surviving entity or (2) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (if other than a wholly-owned Restricted Subsidiary) assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) except in the case of connection with a transaction involving the Company and not Finance Corp., either; (a) the Company merger or the Person formed by consolidation with or surviving any such consolidation into a wholly-owned Restricted Subsidiary or merger (if other than the Company), or to which such a sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable foura wholly-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodowned Restricted Subsidiary, the Fixed Charge Coverage Ratio of the Company Company, or the any entity or Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fiscal quarter (including any Indebtedness incurred or anticipated to be equal incurred in connection with or in respect of such transaction or series of transactions), could either (A) incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Cash Flow Leverage Ratio test described under Section 4.09 hereof or (B) would have (x) Total Market Capitalization of at least $1.0 billion and (y) total Indebtedness (net of cash and cash equivalents that are not restricted cash or restricted cash equivalents as reflected on the Company's consolidated balance sheet as of the time of such event) in an amount not greater than the Fixed Charge Coverage Ratio 30% of the Company immediately before such transactions; andits Total Market Capitalization; (v) such Issuer transaction would not result in the loss, material impairment or adverse modification or amendment of any authorization or license of the Company or its Restricted Subsidiaries that would have a material adverse effect on the business or operations of the Company and its Restricted Subsidiaries taken as a whole; and (vi) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); providedeffect that, howeverwith respect to the transaction, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), items (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and through (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law)stated above have been satisfied. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Partnership shall not consolidate or merge with or into another Person (whether or not such Issuer the Partnership is the survivorsurviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Person, unless: Person unless (i) either (1) such Issuer the Partnership is the survivor surviving Person, or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Partnership) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation or partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Partnership pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; , under the Notes and this Indenture; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company Partnership or the such other Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Partnership immediately preceding the transaction and (B) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or4.8 hereof. (b) immediately after giving effect to such transaction and any Finance Corp. shall not consolidate or merge with or into (whether or not Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related financing transactions on a pro forma basis as if to, another Person unless (i) Finance Corp. is the same had occurred at the beginning of the applicable four-quarter periodsurviving Person, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), Finance Corp.) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on made is a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; Columbia and a Wholly-Owned Restricted Subsidiary of the Partnership; (iiiii) the entity so Person formed by or resulting from surviving any such reorganization consolidation or merger (if other than Finance Corp.) 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 NotesFinance Corp., the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; , under the Notes and this Indenture; and (iviii) immediately after such reorganization transaction no Default or Event of Default exists; and. (vc) such reorganization is not materially adverse The Partnership or Finance Corp., as the case may be, shall deliver to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse Trustee prior to the Holders or Beneficial Owners consummation of any proposed transaction subject to the Notes solely because the successor or survivor of such reorganization foregoing paragraphs (a) is subject to federal or state income taxation as an entity or and (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates Officers’ Certificate to the Notes) foregoing effect and an Opinion of Counsel stating that the Notes proposed transaction and such supplemental indenture comply with the same effect as if this Indenture. The Trustee shall be entitled to conclusively rely upon such surviving entity had been named as such, Officers’ Certificate and thereafter (except in the case Opinion of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesCounsel.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (i) either either: (1a) such Issuer the Company is the survivor surviving corporation; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willshall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period4.09 hereof. In addition, the Fixed Charge Coverage Ratio Company shall not, directly or indirectly, lease all or substantially all of the Company its properties or the Person formed by assets, in one or surviving more related transactions, to any such consolidation or merger (if other than the Company), or Person. The provisions of this Section 5.01 shall not apply to which such a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionRestricted Subsidiaries. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, indirectly (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions transactions, to another Person, unless: unless (i1) either (1a) such Issuer the Company is the survivor 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, (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such IssuerCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; , (iii3) immediately after such transaction no Default or Event of Default exists; , and (iv4) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of immediately after such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Debt to Consolidated Cash Flow Ratio test set forth in the first paragraph of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period4.09 hereof. In addition, the Fixed Charge Coverage Ratio Company may not, directly or indirectly, lease all or substantially all of the Company its properties or the Person formed by assets, in one or surviving more related transactions, to any such consolidation or merger (if other than the Company), or Person. This Section 5.01 will not apply to which such a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerits Restricted Subsidiaries. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), ) or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions transactions, to another Person, unless: (i) either (1) such Issuer either: (a) the Company is the survivor surviving Person; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trusteeindenture; (iii3) immediately after such transaction transaction, no Note Payment Default or Event of Default exists; (iv4) in immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the case same had occurred at the beginning of a transaction involving the Company and not Finance Corp.applicable four-quarter period, either; (aA) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made willmade, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (bB) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made, will be is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before prior to such transactionstransaction; and (v5) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (indenture, if any) comply with , do not violate this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerIndenture. (b) Notwithstanding the restrictions described in This Section 5.01(a)(iv), 5.01 will not apply to (i1) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose statutory conversion of all or part of its properties and assets to the Company to a corporation or another form of entity or (ii2) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company may consolidate and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or merge consolidation of the Company with or into a Subsidiary one of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with its Restricted Subsidiaries for any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity purpose or (b2) is considered to be with or into an “includible corporation” Affiliate solely for the purpose of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of reorganizing the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with 44 or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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(a)4.09 hereof; or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered each Guarantor, unless it is the other party to the Trustee an Officers’ Certificate and an Opinion of Counseltransactions described above, each stating that such consolidation, merger or disposition and such shall have by supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates in a form substantially similar to EXHIBIT F hereto confirmed that its Notes Guarantee shall apply to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof 's or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the surviving Person's obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes; and the Company delivers an Officers' Certificate and an Opinion of Counsel to the Trustee, stating (A) that the proposed transaction and supplemental indenture comply with this Indenture and (B) that the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate consolidate, merge or merge reorganize with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, unless: (a) either: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a the surviving corporation;; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such Issuersale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of Mexico, a member of the European Union or any state of the United States or the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction transaction, no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable fourtwo-quarter period, (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in Section 4.09(a); or 4.09 hereof or (by) immediately after giving effect to such transaction and any related financing transactions on have a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater higher than the Fixed Charge Coverage Ratio of immediately prior to such transaction; (e) the Company immediately before such transactions; and (v) such Issuer has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel in the relevant jurisdictions, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Companystating, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements substance reasonably satisfactory to the Trustee; (iv) immediately after , that such reorganization no Default consolidation, merger, transfer or Event of Default exists; and (v) such reorganization is not materially adverse lease and the agreements referred to the Holders or Beneficial Owners of the Notes (for purposes of this in clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group this Section 5.01 comply with this Indenture (provided that such Opinions of corporations within Counsel may assume, among other things, the meaning satisfaction of Section 1504(b) of all financial ratios in connection with such transaction). In addition, the Code Company will not, directly or any similar state or local law). (d) Upon any consolidation or merger or any disposition of indirectly, lease all or substantially all of the properties or and assets of the Company in accordance with the foregoingit and its Restricted Subsidiaries taken as a whole, in which the Company is not the surviving entityone or more related transactions, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesany other Person.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2) sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of all or substantially all of lease its properties or and assets substantially as an entirety, in one or more related transactions transactions, to another PersonPerson or Persons, unless: (i) either (1) such Issuer either: (A) the Company is the survivor surviving corporation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such saleconveyance, assignment, transfer, lease, conveyance transfer or other disposition lease shall have been made (i) is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; Columbia and (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii2) immediately after giving effect to such transaction transaction, no Default or Event of Default exists;; and (iv3) in the case of a transaction involving the Company and not Finance Corp.immediately after giving effect to such transaction, either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such saleconveyance, assignment, transfer, lease, conveyance transfer or other disposition lease shall have been made made, will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding Clause (3) of subsection 5.01(a) shall not apply to any merger, consolidation or conveyance, transfer or lease of assets between or among the restrictions described in Section 5.01(a)(iv), (i) Company and any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionRestricted Subsidiaries. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, lease, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company, in one a single transaction or more related transactions in a series of transactions, to another Person, unless: (i) either (1) such Issuer either: (A) the Company is the survivor or surviving corporation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, lease, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization made assumes all the obligations of the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or agreements reasonably satisfactory to the Trustee; (iv3) immediately after such reorganization transaction, no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets4) the Company will be relieved delivers to the Trustee prior to such proposed transaction(s) an Officers’ Certificate and an Opinion of Counsel stating that the transaction(s) and such supplemental indenture or agreements comply with this Indenture and that all obligations and covenants conditions precedent to the consummation of the transaction(s) under this Indenture and the Noteshave been met.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether 70 70 or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets and assets, in one or more related transactions transactions, to another Person, Person unless: : (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia, or Bermuda; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to the Notes) Securities and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form and substance reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Restricted Subsidiary of the Company, either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of immediately after such transaction immediately and after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage first paragraph of Section 4.09 hereof or the Consolidated Leverage Ratio test set forth in Section 4.09(a); or (b) would be no greater than such ratio immediately after giving effect prior to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at ratio prior to such transaction is positive or greater than or equal to such ratio if the beginning ratio prior to such transaction is negative. The Company shall not, directly or indirectly, lease all or substantially all of the its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such a sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partnerits Restricted Subsidiaries. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2ii) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions transactions, to another Person, unless: (i) either (1) such Issuer either: (A) the Company is the survivor surviving Person; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving if such consolidation or merger is a corporation satisfying such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction transaction, no Default or Event of Default exists; (iv4) in immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the case same had occurred at the beginning of a transaction involving the Company and not Finance Corp.applicable four-quarter period, either; either (aA) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition shall have has been made willmade, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or ) hereof or (bB) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made, will would be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before prior to such transactionstransaction; and (v5) such Issuer the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (indenture, if any) , comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerIndenture. (b) Notwithstanding the restrictions described in This Section 5.01(a)(iv)5.01 will not apply to any sale, (i) any Restricted Subsidiary (assignment, transfer, conveyance, lease or other than Finance Corp.) may consolidate with, merge into disposition of assets between or dispose of all or part of its properties and assets to among the Company or and its Restricted Subsidiaries. Section 5.01(a)(3) and (iia)(4) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required will not apply to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) consolidation of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by with or resulting from such reorganization is an entity organized or existing under the laws of the United Statesinto, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state sale, assignment, transfer, conveyance, lease or local law). (d) Upon any consolidation or merger or any other disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) assets to, an Affiliate solely for the purpose of reorganizing the Company will be relieved of all obligations and covenants under this Indenture and the Notesin another jurisdiction.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate consolidate, merge or merge reorganize with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, unless: (a) either: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a the surviving corporation;; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such Issuersale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of Mexico, a member of the European Union or the United States, any state of the United States or the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably agreements satisfactory to the Trustee; (iiic) immediately after such transaction transaction, no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable fourtwo-quarter period, (i) be permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Leverage Ratio test set forth in Section 4.09(a); or ) hereof or (bii) immediately after giving effect to such transaction and any related financing transactions on have a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Leverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or no greater than the Fixed Charge Coverage Leverage Ratio of the Company immediately before prior to giving effect to such transactions; andtransaction; (ve) such Issuer has the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in the relevant jurisdictions, each stating stating, in the form and substance satisfactory to the Trustee, that such consolidation, merger or disposition transfer and such supplemental indenture the agreements referred to in clause (if anyb) of this Section 5.01 comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, provided that such counsel Opinions of Counsel may relyassume, as to matters of factamong other things, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose satisfaction of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) financial ratios in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(atransaction). In addition, the Company may reorganize as any other form of entity in accordance with the following proceduresshall not, provided that: (i) the reorganization involves the conversion (by mergerdirectly or indirectly, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of lease all or substantially all of the properties or and assets of the Company in accordance with the foregoingit and its Restricted Subsidiaries taken as a whole, in which the Company is not the surviving entityone or more related transactions, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesany other Person.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayIssuer may not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer is the survivorsurviving corporation), ; or (2ii) sell, assign, lease, transfer, lease, convey or otherwise dispose of all or substantially all of Issuer's assets (determined on a consolidated basis for Issuer and its properties or assets Restricted Subsidiaries), in one or more related transactions transactions, to another Person, unless: (i) either (1) such either: (a) Issuer is the survivor surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Event Liens incurred, assumed or granted in connection with or in respect of Default exists;such transaction); and (iv4) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company Issuer 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 Issuer) will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and Exception. Upon any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties Issuer's assets, in one or assets of the Company more related transactions, in accordance compliance with the foregoingprovisions of this Section 5.01, in which Issuer will be released from its obligations under the Company is not the surviving entityNotes and this Indenture, the surviving entity formed by such consolidation except with respect to any obligations that arise from, or into which the Company is merged or to which such disposition is made shall succeed are related to, such transaction. 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Issuer and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case any of a lease of all its Wholly Owned Restricted Subsidiaries or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesany Guarantor.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions transactions, to another Person, ; unless: (a) either: (i) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a the surviving corporation; ; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such Issuersale, 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; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, expressly assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) 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 ): (i) shall have been made willConsolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and (ii) shall, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period. In addition, the Fixed Charge Coverage Ratio Company may not, directly or indirectly, lease all or substantially all of the Company its properties or the Person formed by assets, in one or surviving more related transactions, to any such consolidation or merger (if other than the Company)Person. This Section 5.01 shall not apply to a merger, or to which such consolidation, sale, assignment, transfer, lease, conveyance or other disposition has been madeof assets between or among the Company and any of its Wholly Owned Subsidiaries. For the avoidance of doubt, this covenant also will be equal not apply to or greater than the Fixed Charge Coverage Ratio sales of the assets or stocks of Subsidiaries that the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (currently is holding for sale as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and strategic plan. The assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary stocks that are part of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize strategic plan are specified as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties discontinued operations or assets of held for sale on the Company in accordance with the foregoingParent Company's December 31, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes2001 balance sheet.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions to to, another Person, unless: (ia) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willis a corporation, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company limited liability company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia and, if such entity is not a corporation, a co-obligor of the 2019 Notes is a corporation organized or existing under any such laws; (iiib) the entity so Person formed by or resulting from surviving any such reorganization 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 2019 Notes and this Supplemental Indenture, and to the extent applicable to the 2019 Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Indenture, pursuant to agreements reasonably satisfactory to the Trustee; (ivc) immediately after giving effect to such reorganization transaction, no Default or Event of Default existsshall have happened and be continuing; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved has delivered to the Trustee an Opinion of all obligations Counsel as conclusive evidence that any such consolidation, merger, conveyance or transfer and covenants under any assumption permitted or required by this Indenture Article complies with the provisions of this Article. The provisions of this Section 6.01 shall not apply to a sale, merger, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Notesany of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company will not, directly or indirectly, : (1x) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or and assets of the Company and the Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, unless: (i) either (1) immediately after giving effect to such Issuer transaction, no Default or Event of Default exists; (2) either: (a) the Company is the survivor or surviving corporation; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made (i) is a Person organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, Columbia or any territory thereof (provided that Finance Corp. may not consolidate or merge with or into any in the case where such Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; , a co-obligor of the Notes is a corporation organized or existing under such laws) and (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trusteeindenture; (iii3) immediately after giving effect to such transaction no Default or Event of Default exists; on a pro forma basis, (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ai) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made willmade, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, will be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant as Ratio Debt; or (ii) (x) the Consolidated Leverage Ratio is positive and less than or equal to the Company’s Consolidated Leverage Ratio immediately prior to such transaction or (y) the Fixed Charge Coverage Ratio test set forth is greater than or equal to the Company’s Fixed Charge Coverage Ratio immediately prior to such transaction; (4) if the Person formed by or surviving any such consolidation or merger is other than the Company, each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note Guarantee will apply to the obligations of the surviving Person in accordance with the Notes and this Indenture; and (5) the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel, in each case stating that such transaction, such agreement and such supplemental indenture comply with this covenant and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that clause (3) above will not apply: (i) if, in the good faith determination of the Board of Directors of the Company or a direct or indirect parent of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company, and such transaction does not have as one of its purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any Guarantor. Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in accordance with Section 4.09(a5.01, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Company” will refer instead to the successor Person and not to the Company); or, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company in this Indenture, and the Company will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing, and so long as the requirements of clause (2) of the preceding paragraph, to the extent applicable, are complied with, (a) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company, (b) the Company may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness and Liens of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) the Company may convert into a limited partnership or limited liability company existing under the laws of the jurisdiction of organization of the Company so long as the Company causes a corporation to be a co-obligor under the Notes and (d) the Company may change its name. (b) Other than Cogent Holdco, a Guarantor will not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving Person) or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Guarantor, in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if transaction, no Default or Event of Default exists; and (2) either: (a) (x) the same had occurred at Guarantor is the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company surviving corporation or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company), Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition which has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), made (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into is a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity Person organized or existing under the laws of the United States, any state thereof or the District of Columbia; Columbia or any territory thereof and (iiiii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company that Guarantor under the Notesthis Indenture, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture including its Note Guarantee pursuant to agreements reasonably satisfactory to the Trustee;a supplemental indenture; or (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered such sale, assignment, transfer, lease, conveyance or other disposition or consolidation or merger complies with Section 4.07 to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) extent applicable on the date of the Code or any similar state or local law)subject transaction. (dc) Upon any consolidation consolidation, merger, sale, assignment, transfer, conveyance or merger or any other disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entitythis Section 5.01, the surviving entity successor Person formed by such consolidation or into or with which the Company a Guarantor is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall will succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Guarantor” will refer instead to the successor Person and not to such Guarantor), and may exercise every right and power of, the Company such Guarantor under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes Note Guarantees with the same effect as if such surviving entity successor Person had been named as sucha Guarantor in this Indenture and the Note Guarantees, and thereafter such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Note Guarantee. (except d) Notwithstanding the foregoing, and so long as the requirements of clause (2) of Section 5.01(b) are complied with, (1) any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to a Guarantor, (2) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the case United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness and Liens of the Guarantor is not increased thereby (unless such increase is permitted by this Indenture), (3) a lease Guarantor may merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Guarantor or the Company, (4) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States, any state thereof or the District of Columbia or any territory thereof so long as the Note Guarantee provided by such Guarantor under the laws of such other jurisdiction is substantially equivalent to the Note Guarantee provided under the laws of the jurisdiction of formation of such Guarantor prior to such conversion and (5) any Guarantor may change its name. (e) Notwithstanding the foregoing, for the avoidance of doubt, no restriction under this Section 5.01 shall limit the ability of any non-Guarantor Subsidiary or Unrestricted Subsidiary to engage in any merger, consolidation or sale of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants assets so long as such transaction is otherwise permitted under this Indenture and the NotesIndenture.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Collateral Documents pursuant to a supplemental indenture or other agreement documents or instruments in a form reasonably satisfactory to the Trustee; , (iii) immediately after such transaction transaction, no Default or Event of Default exists; , (iv) such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneous with such loss, suspension or material impairment; (v) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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, on (B) shall, upon the date consummation of such transaction immediately and after giving pro forma effect thereto and to any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter periodReference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.09 hereof and (bC) shall have a Fixed Charge Coverage Ratio for the Reference Period immediately after giving effect to preceding the date on which such transaction and any related financing transactions occurred, determined on a pro forma basis (including a pro forma application of the proceeds therefrom) as if the same such transaction had occurred at the beginning of such Reference Period, that is no less than 85% of the applicable four-quarter period, the Company's or such Person's Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any for such consolidation or merger period prior to giving effect to such transaction; and (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (vvi) such Issuer has delivered transaction would not require any Holder or beneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under the Trustee an Officers’ Certificate and an Opinion law of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes)any applicable gaming jurisdiction; provided, howeverPROVIDED, that such counsel may rely, as to matters of fact, on a certificate Holder or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being beneficial owner would not have been required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger obtain a Gaming License or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution be qualified or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing found suitable under the laws of any applicable gaming jurisdiction in the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor absence of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law)transaction. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) indirectly consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), and the Company shall not, and shall not cause or (2) permit any Restricted Subsidiary to, sell, assign, transfer, leaseconvey (not including any conveyance, convey if any, resulting solely from the creation of any Lien) or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another PersonPerson (including by way of consolidation or merger), unless: (i) either either: (1a) such Issuer the Company is the survivor surviving corporation; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, provided that Finance Corp. may not consolidate or merge with or into any if such Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as limited liability company or partnership, a co-obligor of the Company Notes is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to and the Notes) and this Supplemental Indenture Registration Rights Agreement, in each case pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as or if the same had occurred at the beginning of the applicable four-quarter periodnot, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any on such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be basis is equal to or greater higher than the Fixed Charge Coverage Ratio of the Company immediately before prior to such transactions; and (v) each Guarantor, unless such Issuer Guarantor is the Person with which the Company has delivered entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers obligations of the General PartnerCompany or the surviving Person in accordance with the Notes and this Indenture. (b) Notwithstanding In addition, the restrictions described in Section 5.01(a)(iv)Company shall not, (i) and shall not permit any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by to, directly or resulting from such reorganization is an entity organized or existing under the laws of the United Statesindirectly, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of lease all or substantially all of the properties or assets of the Company in accordance with the foregoingand its Restricted Subsidiaries considered as a whole, in which one or more related transactions, to any other Person. Section 5.01(a)(iv) shall not apply to (i) a merger, consolidation, amalgamation, sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (ii) any such transaction where the sole purpose and effect is not the surviving entity, the surviving entity formed by such consolidation or into which to reincorporate the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except any of its Restricted Subsidiaries in the case of a lease of all or substantially all another jurisdiction of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesUnited States.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Personcorporation, Person or entity unless: (i) either (1) such Issuer the Company is the survivor surviving entity or (2) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Senior Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) except in connection with a Merger with or into a wholly-owned Subsidiary of the case of a transaction involving Company, the Company and not Finance Corp.Company, either; (a) the Company or the any 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 will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fiscal quarter (including any Indebtedness incurred or anticipated to be equal incurred in connection with or in respect of such transaction or series of 50 56 transactions), either (A) could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Cash Flow Leverage Ratio test described under Section 4.09 hereof or (B) would have (x) Total Market Capitalization of at least $1.0 billion and (y) total Indebtedness (net of cash and cash equivalents that are not restricted cash or restricted cash equivalents as reflected on the Company's consolidated balance sheet as at the time of such event) in an amount no greater than the Fixed Charge Coverage Ratio 40% of the Company immediately before such transactionsits Total Market Capitalization; and (v) such Issuer has delivered to transaction would not result in the Trustee an Officers’ Certificate and an Opinion loss, material impairment or adverse modification or amendment of Counsel, each stating that such consolidation, merger any authorization or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters license of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) its Subsidiaries that would have a material adverse effect on the Company may consolidate business or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) operations of the Company into and its Subsidiaries taken as a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law)whole. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Personcorporation, unless: Person or entity (other than the KCC Merger) unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately after such transaction transaction, no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.Permitted Indebtedness) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply compliance with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition4.07. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2) sell, assign, transfer, convey, lease, convey divide or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Person, unless: (i) either (1) such Issuer either: (A) the Company is the survivor or surviving Person or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance conveyance, division or other disposition shall have has been made (the “Surviving Entity”) is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; or the District of Columbia; provided, however, that, in the case that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company Surviving Entity is not a corporation, a corporation organized or existing under such laws is a co-obligor under the Notes and this Indenture; (ii2) the Person formed by or surviving any Surviving Entity expressly assumes, pursuant to agreements reasonably satisfactory to the Trustee all the Obligations of the Company under the Notes and this Indenture; and (3) immediately after giving effect to such consolidation or merger transaction no Event of Default shall have occurred and be continuing; (if other than such Issuerb) or For purposes of this covenant, the Person to which such sale, assignment, transfer, lease, conveyance conveyance, division or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company in accordance with instead of such Subsidiaries, would constitute all or substantially all of the foregoing, in which properties or assets of the Company is not on a consolidated basis, shall be deemed to be the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease transfer of all or substantially all of the Company’s properties or assets) assets of the Company will be relieved of all obligations and covenants under this Indenture and the NotesCompany.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, Person unless: (i) either (1A) such Issuer the Company is the survivor surviving corporation or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; providedprovided that, howeverin the case of a limited liability company or a partnership, that Finance Corp. may not consolidate or merge with or into any Person unless a co-obligor of the Person formed by or surviving such consolidation or merger Notes is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form and substance reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; either (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willmade, on shall, at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or ) or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio after giving such pro forma effect to such transactions is equal to or greater than it is immediately prior to such transaction or series of transactions; and (v) in connection with any such transaction where the Company is not the surviving corporation, the Officers’ Certificate and an Opinion of Counsel required in connection with the execution of the supplemental indenture pursuant to Section 9.06 shall state that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture and the Notes. (b) Except in a transaction in which its Guarantee will be released as provided in Section 10.06, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of Section 5.01(c), the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (vGuarantor) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company such Guarantor, under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee;a supplemental indenture; and (ivii) immediately after giving effect to such reorganization transaction, no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (dc) Upon any consolidation This Section 5.01 shall not apply to a merger of the Company or merger a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating the Company or such a Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing in this Section 5.01 shall prohibit the Company or any disposition Restricted Subsidiary from consolidating or amalgamating with, merging with or into or conveying, transferring or leasing, in one transaction or a series of transactions, all or substantially all of the properties or its assets of to the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notesanother Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another any other Person (whether or not such Issuer the Company is the survivorsurviving 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 its properties or assets in one or more related transactions to another Personcorporation, Person or entity unless: (i) either (1) such Issuer is the survivor or (2) Company shall be the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States corporation or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company 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 will(the "Surviving Entity"), on is a corporation organized and existing under the date laws of the United States, any state thereof, or the District of Columbia; (ii) the Surviving Entity assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction; and (v) immediately after giving effect to such transaction immediately and after giving pro forma effect thereto and to any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-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 Ratio test set forth in first paragraph of Section 4.09(a); or (b) immediately after giving effect 4.9 hereof. The Company shall deliver to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at Trustee prior to the beginning consummation of the applicable four-quarter period, the Fixed Charge Coverage Ratio proposed transaction an Officers' Certificate of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate foregoing effect and an Opinion of Counsel, each Counsel stating that such consolidation, merger or disposition the proposed transaction and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerIndenture. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Issuer will not, directly or indirectly, : (1i) consolidate or merge with or into another Person (whether or not such Issuer is the survivor), Person; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the Issuer’s properties or assets (determined on a consolidated basis for the Issuer and the Restricted Subsidiaries) in one or more related transactions to another Person, unless: (i) either (1) such either: (A) the Issuer is the survivor or surviving entity; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedprovided that at any time such Person is a partnership or a limited liability company, however, there shall be a co-issuer of the Notes that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying organized or existing under the laws of any such requirement so long as the Company is not a corporationjurisdiction; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such the Issuer under the Notes, this Indenture and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Notes Collateral Documents pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii3) immediately after such transaction transaction, no Default or Event of Default exists; (iv4) in the case of a transaction involving the Company and not Finance Corp., either; (aA) the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodmost recently ended four full fiscal quarters for which internal financial statements are available, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)) hereof; or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company may not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivor), surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (i) either (1) such Issuer either: (a) the Company is the survivor surviving corporation; or (2b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iii3) immediately after such transaction no Default or Event of Default exists;; and (iv4) in other than the case of a transaction involving merger with and into GHVI if the Company and Spin-off does not Finance Corp.occur by February 27, either; (a) 2004, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter periodhereof. The Company shall not, the Fixed Charge Coverage Ratio of the Company directly or the Person formed by or surviving any such consolidation or merger (if other than the Company)indirectly, or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of lease all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s its properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes, in one or more related transactions, to any other Person.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to the Notes) Senior Subordinated Notes and this Supplemental Senior Subordinated Note Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Senior Subordinated Note Trustee; ; (iii) immediately after such transaction no Default or Event of Default exists; ; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (aA) the entity surviving such consolidation or merger 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 or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the less than such Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) for the Company and its Restricted Subsidiaries immediately after giving effect prior to such transaction and transaction. The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any related financing transactions on other Person. The provisions of this Section 5.01 will not be applicable to a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to of assets between or greater than the Fixed Charge Coverage Ratio of among the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) its Restricted Subsidiaries. Notwithstanding the restrictions described in Section 5.01(a)(ivforegoing clause (iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of transfer all or part of its properties and assets to the Company or and (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of an Affiliate that has no significant assets or otherwise) liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws in another State of the United States, any state thereof States or the District form of Columbia; (iii) organization of the entity Company so formed by or resulting from such reorganization long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and provided that the successor assumes all the obligations of the Company under the NotesRegistration Rights Agreement, the Base Indenture (as it relates to the Notes) Senior Subordinated Notes and this Supplemental Senior Subordinated Note Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Senior Subordinated Note Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions to to, another Person, unless: (ia) either (1) such Issuer is the survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a) the Company corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made willis a corporation, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company limited liability company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia and, if such entity is not a corporation, a co-obligor of the 2021 Notes is a corporation organized or existing under any such laws; (iiib) the entity so Person formed by or resulting from surviving any such reorganization 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 2021 Notes and this Supplemental Indenture, and to the extent applicable to the 2021 Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture Indenture, pursuant to agreements reasonably satisfactory to the Trustee; (ivc) immediately after giving effect to such reorganization transaction, no Default or Event of Default existsshall have happened and be continuing; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved has delivered to the Trustee an Opinion of all obligations Counsel as conclusive evidence that any such consolidation, merger, conveyance or transfer and covenants under any assumption permitted or required by this Indenture Article complies with the provisions of this Article. The provisions of this Section 6.01 shall not apply to a sale, merger, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Notesany of its Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iii) immediately before and after such transaction no Default or Event of Default exists; shall have occurred and be continuing; and (iv) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (x) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately prior to the transaction, and (y) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered 4.09 hereof. The foregoing shall not apply to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerENI Merger. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, The Company shall not: (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving entity), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company, in one or more related transactions transactions, to another Person, unless: (ia) either (1i) such Issuer the Company is the survivor surviving entity; or (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation, limited liability company, partnership or trust organized or and existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, lease conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; (iiic) immediately after such transaction no Default or Event of Default exists;shall have occurred and be continuing; and (ivd) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Guarantor, either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(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 immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) CR US shall not consolidate or merge with or into another Person (whether or not such Issuer CR US is the survivor), surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Personcorporation, unless: Person or entity unless (i) either (1) such Issuer CR US is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer CR US) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than such IssuerCR US) 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 such Issuer CR US (i) under the Notes, the Base Indenture Registration Rights Agreement and (as it relates to the Notesii) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement under the Notes and this Indenture in a form reasonably satisfactory to the Trustee; , together with the documentation required by Section 9.06 hereof, (iii) immediately after such transaction transaction, no Default or Event of Default exists; exists and (iv) except in the case of a transaction involving the Company and not Finance Corp.merger of CR US with or into a Wholly Owned Restricted Subsidiary of CR US, either; (a) the Company CR US or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCR US), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will(A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the Consolidated Net Worth of CR US immediately preceding the transaction and (B) shall, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 applicable to CR US set forth in Section 4.09(a); or clause (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwisea) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (ia) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; , (iiic) immediately after such transaction no Default or Event of Default exists; exists and (ivd) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Adjusted Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if 4.09 hereof. Notwithstanding the same had occurred at the beginning of the applicable four-quarter periodforegoing, the Fixed Charge Coverage Ratio of following shall be permitted: (i) the Company or Merger and (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or any part of its the assets, properties and assets to the Company or (ii) the Company may consolidate Capital Stock of any or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesWPC Related Persons.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers may, directly or indirectly, (1) The Company shall not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions transactions, to another Personcorporation, unless: Person or entity unless (ia) either (1) such Issuer the Company is the survivor surviving corporation or (2) the entity or the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the entity or Person formed by or surviving any such consolidation or merger (if other than such Issuerthe 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 such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; , (iiic) immediately after such transaction no Default or Event of Default exists; exists and (ivd) except in the case of a transaction involving merger of the Company and not Finance Corp.with or into a Wholly Owned Restricted Subsidiary of the Company, either; (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning first paragraph of Section 1504(b) of the Code or any similar state or local law)4.09 hereof. (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, unless: (i) either (1) such Issuer either: (A) the Company is the survivor or surviving corporation; or (2B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; providedand, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving if such consolidation or merger is a corporation satisfying such requirement so long as the Company entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (ii2) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement satisfactory in a form reasonably satisfactory to the Trustee; (iii3) immediately after such transaction transaction, no Default or Event of Default exists;; and (iv) in the case of a transaction involving the Company and not Finance Corp., either; (a4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made willwould, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test tests set forth in Section 4.09(a); or, 4.09(b) and 4.09(c) hereof. (b) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if In addition, the same had occurred at the beginning Company will not, directly or indirectly, lease all or substantially all of the applicable four-quarter periodproperties and assets of it and its Restricted Subsidiaries taken as a whole, the Fixed Charge Coverage Ratio of the Company in one or the more related transactions, to any single Person formed by or surviving related Persons. (c) This Section 5.01 will not apply to any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, leaseconveyance, conveyance lease or other disposition has been made, will be equal to of assets between or greater among the Company and its Restricted Subsidiaries (other than a transfer of any Real Estate Assets in existence on the Fixed Charge Coverage Ratio date of this Indenture from the Company or a Guarantor or a Restricted Subsidiary of the Company immediately before such transactions; andthat is not a Guarantor). Clauses (3) and (4) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. (vd) such Issuer has delivered Prior to the consummation of the foregoing transaction the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger or disposition the proposed transaction and such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General PartnerIndenture. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of Except as otherwise provided in Section 4.21, the Issuers may, directly or indirectly, (1) Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Person, unless: Person unless (ia) either (1) such Issuer the Company is the survivor surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "SUCCESSOR") is a Person corporation organized or existing under the laws of the United States, any state of the United States or thereof, the District of ColumbiaColumbia or a territory thereof; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iiic) immediately after such transaction no Default or Event of Default exists; ; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) 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 Successor will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or 4.09 hereof and (be) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), transaction have been complied with. The foregoing will not prohibit (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate withconsolidation or merger of, merge into or dispose transfer of all or part of its properties the property and assets of, any Restricted Subsidiary with or to the Company or any Subsidiary Guarantor or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionDelchamps Merger. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of Except as otherwise provided in Section 4.21, the Issuers may, directly or indirectly, (1) Company may not consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to to, another Person, unless: Person unless (ia) either (1) such Issuer the Company is the survivor surviving corporation or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor") is a Person corporation organized or existing under the laws of the United States, any state of the United States or thereof, the District of ColumbiaColumbia or a territory thereof; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor assumes all the obligations of such Issuer the Company under the Notes, the Base Indenture (as it relates to the Notes) Notes and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; ; (iiic) immediately after such transaction no Default or Event of Default exists; ; (iv) in the case of a transaction involving the Company and not Finance Corp., either; (ad) 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 Successor will, on at the date time of such transaction immediately and after giving pro forma effect thereto and to 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 Section 4.09(a); or 4.09 hereof and (be) immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), transaction have been complied with. The foregoing will not prohibit (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate withconsolidation or merger of, merge into or dispose transfer of all or part of its properties the property and assets of, any Restricted Subsidiary with or to the Company or any Guarantor or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or dispositionMerger. (c) Notwithstanding Section 5.01(a), the Company may reorganize as any other form of entity in accordance with the following procedures, provided that: (i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing, in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets. (a) Neither of the Issuers mayThe Company shall not, directly or indirectly, : (1) consolidate or merge with or into another Person (whether or not such Issuer the Company is the survivorsurviving corporation), ; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions transactions, to another Person, ; unless: (a) either: (i) either (1) such Issuer the Company is the survivor surviving corporation; or (2ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a Person corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person unless the Person formed by or surviving such consolidation or merger is a corporation satisfying such requirement so long as the Company is not a corporation; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Issuerthe Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer the Company under the Notes, Notes and the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to a supplemental indenture or other agreement in a form agreements reasonably satisfactory to the Trustee; (iiic) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Company or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists;; and (ivd) except in the case of a transaction involving entered into to reincorporate the Company and not Finance Corp.in another jurisdiction, either; (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made made, will, on the date of such transaction immediately after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a); or 4.03 of this Sixth Supplemental Indenture or (bii) immediately after giving effect to such transaction and any related financing transactions on have a pro forma basis as if Fixed Charge Cover Ratio that is no worse than the same had occurred at the beginning Fixed Charge Cover Ratio of the Company for such applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any period without giving pro forma effect to such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transactions; and (v) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with this Supplemental Indenture transactions and the Base Indenture (as it relates to the Notes); provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner. (b) Notwithstanding the restrictions described in Section 5.01(a)(iv), (i) any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties and assets to the Company or (ii) the Company may consolidate or merge with or into a Subsidiary of the Company, in each case, without the Company being required to comply with Section 5.01(a)(iv) in connection with any such consolidation, merger or disposition. (c) Notwithstanding Section 5.01(a)related financing transactions. In addition, the Company may reorganize as any other form of entity in accordance with the following proceduresnot, provided that: (i) the reorganization involves the conversion (by mergerdirectly or indirectly, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law; (ii) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (iii) the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; (iv) immediately after such reorganization no Default or Event of Default exists; and (v) such reorganization is not materially adverse to the Holders or Beneficial Owners of the Notes (for purposes of this clause (v) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). (d) Upon any consolidation or merger or any disposition of lease all or substantially all of the properties or assets of the Company in accordance with the foregoingand its Restricted Subsidiaries, taken as a whole, in which one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all any of the Company’s properties or assets) the Company will be relieved of all obligations and covenants under this Indenture and the NotesGuarantors.