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

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its the Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: either (aA) the Company or any Restricted Subsidiary is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (i) assumes all the obligations of the Company under the Notes Notes, this Indenture, the Second Lien Collateral Trust Agreement, the other Security Documents (as applicable) and the Indenture First Lien/Second Lien Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Total Leverage Ratio test set forth in Section 4.13(a) hereof or (y) have a Total Leverage Ratio that would be no greater than such ratio for the first paragraph Company and the Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (ib) Clauses (iv) and (v) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its the Restricted Subsidiaries; Subsidiaries or (iic) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) 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 (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the first paragraph Company and its Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (ib) Clause (iv) of Section 5.01(a) shall not apply to: (a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; Subsidiaries or (iic) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not(a) Neither STBV nor the Issuer may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not it is the surviving entity); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its and STBV’s Subsidiaries’ properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (aA) STBV or the Company or any Restricted Subsidiary Issuer, as applicable, is the surviving corporationentity; or (bB) the Person formed by or surviving any such consolidation or merger (if other than STBV or the Company or any Restricted SubsidiaryIssuer, as applicable) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (2) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or Persons, as applicable, including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Notes Note Guarantee or the Notes, as the case may be, and the this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4iv) STBV delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the Companyexecution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) For purposes of this Article 5, the Restricted Subsidiarysale, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)lease, or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition has been made willof all or substantially all of the properties and assets of one or more Subsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two-thirds of STBV’s aggregate EBITDA, during the four most recent consecutive fiscal quarters prior to the date of such transaction after giving pro forma effect thereto and any related financing transactions sale, transfer or disposition for which financial statements are available (as if specified in an 58 Officers’ Certificate delivered to the same had occurred at the beginning Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the applicable four-quarter period, be permitted to incur at least $1.00 properties and assets of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofSTBV. (id) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clause (iii) of Section 5.01(a) shall not apply to (A) a sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries; properties and assets to STBV or to another Subsidiary of STBV (ii) any merger provided that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of a Restricted Subsidiary into all or part of its properties and assets solely to the Company Issuer or another Restricted Subsidiary; (iiiGuarantor) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (ivC) a merger between the Company and a newly-created Issuer or STBV merging with an Affiliate incorporated solely for the purpose and with the sole effect of reincorporating the Company Issuer or STBV, as applicable, in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (v) the first paragraph Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (ib) Clause (iv) of Section 5.01(a) will not apply to: (a) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; Subsidiaries or (iib) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall will not, in a single transaction directly or a series of related transactionsindirectly: (1) consolidate, consolidate with amalgamate or merge with or into any other another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person (the “Successor Company”) formed by or surviving any such consolidation consolidation, amalgamation or merger or resulting from such conversion (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation conversion, consolidation, amalgamation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture any Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade: (i) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; (ii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.3.3(a); or (iiii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio that is not less than the Fixed Charged Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets between of one or among more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Special Interest, if any, on, the Notes. Notwithstanding the preceding clause (4) of this Section 4.1, (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its Restricted Subsidiaries; properties and assets to the Company, (iiy) any merger of the Company may merge into a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state jurisdiction and (z) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of the United Statesits properties and assets to another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, No Loan Party shall: (1) consolidate with or merge with or into any other Person another Person; or (2) directly or indirectly, sell, assign, transfer, convey, transfer, lease or otherwise dispose of (including by virtue of a merger, consolidation, amalgamation, liquidation or otherwise), all or substantially all of its properties assets and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretoin each case, unless: (1a) either: : (ai) the Company or any Restricted Subsidiary a Loan Party is the surviving corporation; or or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarya Loan Party) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Bermuda, Luxembourg or, other than in the case of the Borrower or any Additional Borrower not organized under the laws of Ireland, Ireland or, in the case of a merger or consolidation of a Loan Party (other than Irish Holdco) with or into another Person, the jurisdiction of such Loan Party; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarya Loan Party) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made (if other than a Loan Party) assumes all the obligations of the Company Loan Party under the Notes and the Indenture this Agreement pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; (3c) immediately after such transaction (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into), no Default or Event of Default exists; and (4d) the Company, the Restricted Subsidiary, with respect to Irish Holdco or the other Person formed by or surviving any such consolidation or merger with Irish Holdco (if other than the Company or a Restricted SubsidiaryIrish Holdco), or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction (or, in the case of a Limited Condition Acquisition, on the date the definitive agreements for such Limited Condition Acquisition are entered into) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodTest Period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage First Lien Net Leverage Ratio test set forth in Section 6.01(a); or (ii) have had a First Lien Net Leverage Ratio lower than or equal to the first paragraph actual First Lien Net Leverage Ratio for such Test Period. This Section 6.11 will not apply to any Disposition of a Loan Party (other than Irish Holdco, the Borrower or any Additional Borrower) in compliance with Section 4.09 hereof. (i6.03. Sections 6.11(c) a and 6.11(d) will not apply to any merger or consolidation of any Loan Party with or into an Affiliate solely for the purpose of reincorporating Irish Holdco in another jurisdiction. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets between of Irish Holdco or among a Loan Party in a transaction that is subject to, and that complies with the Company provisions of, this Section 6.11 hereof, the successor Person formed by such consolidation or into or with which Irish Holdco or such Loan Party is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and any be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to the “Irish Holdco” or such Loan Party shall refer instead to the successor Person and not to Irish Holdco or such Loan Party, as applicable), and may exercise every right and power of Irish Holdco or such Loan Party under this Agreement with the same effect as if such successor Person had been named as Irish Holdco or as such Loan Party herein; provided, that the predecessor Irish Holdco or such other Loan Party shall not be released from its Restricted Subsidiaries; (ii) any merger obligations under the Guaranty or this Agreement except in the case of a Restricted Subsidiary into sale of all or substantially all of Irish Holdco’s or such Loan Party’s assets in a transaction that is subject to, and that complies with the Company provisions of, this Section 6.11 hereof (in which case the predecessor Irish Holdco or another Restricted Subsidiary; (iii) any merger of Loan Party shall be released from its obligations under the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; Guaranty or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesthis Agreement, as applicable).

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 10.05, the Company and any Guarantor shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other Person (whether or not the Company or such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other another Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) eitherunless: (ai) the Company or any Restricted Subsidiary such Guarantor is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor under the Notes and the this Indenture pursuant to agreements a supplemental indenture, the Collateral Documents and the Intercreditor Agreement and the successor Person shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; and and (4iv) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made will, on the date of immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) . In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesGuarantors.

Merger, Consolidation or Sale of Assets. The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) OI Group or such Restricted Subsidiary, as the Company or any Restricted Subsidiary case may be, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company OI Group or any such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company OI Group or any such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteethis Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, OI Group or the other Person Successor Company formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryOI Group), or the Person to which such saleTransfer shall have been made, assignment, transfer, conveyance delivers or other disposition has been made will, on causes to be delivered to the date Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction after giving pro forma effect or series of transactions and the supplemental indenture in respect thereto comply with this Indenture and any related financing transactions as if that all conditions precedent provided for in this Indenture relating to such transaction and 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 supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. Company) to (i) a salemerger or consolidation of any Restricted Subsidiary of OI Group into OI Group, assignment, transfer, conveyance a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other disposition Restricted Subsidiary of OI Group or the Transfer of assets between or among the Company any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries; Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (ii) any merger other than Capital Stock of a Restricted Subsidiary into the Company or another such Restricted Subsidiary; ) are owned by OI Group (iii) if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any merger other Restricted Subsidiaries of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company OI Group in another state of the United Statesexistence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. The (a) Neither the Parent nor the Company shall notwill, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Parent or the Company, as applicable, is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its the properties or assets of, with respect to the Parent, the Parent (other than with respect to the assets and assets to any Person or group Equity Interests of affiliated PersonsExcluded Parent Subsidiaries), or permit any of its the Company and the Restricted Subsidiaries taken as a whole, or, with respect to enter into any such transaction or transactions if such transaction or transactionsthe Company, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in each case, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: (a) the Company Parent or any Restricted Subsidiary the Company, as applicable, is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company Parent or any Restricted Subsidiarythe Company, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation Person organized or existing under the laws of the Cayman Islands, the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company Parent or any Restricted Subsidiarythe Company, as applicable) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Parent or the Company, as applicable, under the Notes Notes, Note Guarantees and the Indenture other Obligations under this Indenture, as applicable, this Indenture, and the Collateral Agreements pursuant to agreements reasonably a supplemental indenture or an amendment thereto, as applicable, in each case reasonable satisfactory in form to the TrusteeTrustee and the Noteholder Collateral Agent, as applicable (it being agreed that if the Company merges with or into the Parent, the Parent must assume all such obligations of the Company), provided that, if such Person is a limited liability company or a limited partnership, then the Parent, the Company or such Person shall have the Notes assumed or issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) except with respect to a transaction solely between the CompanyParent, the Restricted SubsidiaryCompany and/or any Guarantor, the Parent, the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company Parent or a Restricted Subsidiarythe Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at on the beginning first day 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 clause (1) or (2), as the first paragraph case may be, of clause (a) of Section 4.09 hereof4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”). In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Restricted Subsidiaries taken as a whole, in one or more related transactions to any other Person. (i5) a This Section 5.01 will not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company Company, any Guarantor and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; . Clauses (iii3) any and (4) of paragraph (a) of this Section will not apply to a merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall notSECTION 4.1. When the Issuers, in a single transaction Parent Guarantor and the Guarantors May Merge or a series Otherwise Dispose of related transactionsAssets. (a) Neither Parent Guarantor nor an Issuer may consolidate, consolidate with merge or merge amalgamate with or into any other Person or wind up into (whether or not Parent Guarantor or such Issuer is the surviving Person), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company merger, amalgamation or consolidation of an Issuer into Parent Guarantor, an Issuer or any Restricted Subsidiary) other Guarantor, or of Parent Guarantor into an Issuer or any other Guarantor; provided that to which the extent the U.S. Co-Issuer merges into Parent Guarantor, the Dutch Co-Issuer or any other Guarantor, after such salemerger, assignment, transfer, conveyance or other disposition has been made an entity that is a corporation organized or existing under the laws of the United States, any state of the United States or territory thereof or the District of Columbia;Columbia shall become an obligor of the Notes) unless: (2i) with respect to the U.S. Co-Issuer, it is the surviving Person or the Person formed by or surviving any such consolidation consolidation, merger, amalgamation or merger winding up (if other than the Company or any Restricted SubsidiaryU.S. Co-Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has will have been made willis a corporation, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or, if such entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes is organized or existing under such laws; (ii) with respect to Parent Guarantor, it is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than Parent Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or trust, or non-U.S. analog thereof, organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, any member of the European Union (as it is constituted on the date Issue Date), or the United Kingdom or Bermuda; (iii) with respect to the Dutch Co-Issuer, it is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than the Dutch Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, limited liability company or trust, or non-U.S. analog thereof, organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or any member of the European Union (as it is constituted on the Issue Date) or the United Kingdom; (iv) the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than Parent Guarantor or either Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (such Person or, as described in the foregoing clauses (i), (ii) and (iii), Parent Guarantor or applicable Issuer, the “Successor Company”) expressly assumes all the obligations of Parent Guarantor or such Issuer, as applicable, under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments; (v) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (vi) immediately after giving pro forma effect thereto and any related financing transactions to such transaction, as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either: (1) Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) would be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to as Ratio Debt; or (2) either (i) the Fixed Charge Coverage Ratio test set forth in for Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) and its Restricted Subsidiaries would be equal to or greater than such ratio for Parent Guarantor and its Restricted Subsidiaries immediately prior to such transaction or (ii) the first paragraph of Section 4.09 hereof.Consolidated Total Net Debt Ratio for Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) and its Restricted Subsidiaries would be equal to or less than such ratio for Parent Guarantor and its Restricted Subsidiaries immediately prior to such transaction; (ivii) a each Guarantor, unless it is the other party to the transactions described above shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s Obligations under this Indenture and the Notes; and (viii) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation, winding up, sale, assignment, transfer, lease, conveyance or other disposition disposition, as the case may be, and such supplemental indentures (if any) comply with this Indenture. The Successor Company (if other than Parent Guarantor or an Issuer) will succeed to, and be substituted for, Parent Guarantor or such Issuer, as the case may be, under this Indenture and the Notes, and (if the Successor Company is other than Parent Guarantor or such Issuer) such Issuer or Parent Guarantor, as applicable, will automatically be released and discharged from its obligations under this Indenture and the Notes. For the avoidance of assets between doubt, (a) Parent Guarantor or among the Company and any an Issuer may consolidate or amalgamate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its Restricted Subsidiaries; properties and assets to an Issuer or any Guarantor, (iib) any merger Parent Guarantor or an Issuer may merge, consolidate or amalgamate with an Affiliate of a Restricted Subsidiary into Parent Guarantor or an Issuer, as the Company case may be, incorporated or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated organized solely for the purpose of reincorporating the Company or reorganizing Parent Guarantor or such Issuer in another state of the United States, the District of Columbia or any territory of the United States or any member of the European Union (as it is constituted on the Issue Date) or the United Kingdom, so long as the principal amount of Indebtedness of Parent Guarantor and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) Parent Guarantor or an Issuer, as the case may be, may convert into a corporation, limited liability company or trust, or non-U.S. analog thereof, organized or existing under the laws of the jurisdiction of organization of Parent Guarantor or such Issuer, as the case may be, or the laws of the United States, any state or territory thereof or the District of Columbia; provided that, in the case of each of clauses (a), (b) or (c), if the resulting entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes remains in existence or is organized or existing under such laws, (d) an Issuer or any Guarantor may change its name, (e) any Restricted Subsidiary may merge, amalgamate or consolidate with Parent Guarantor or an Issuer; provided that Parent Guarantor or such Issuer is the Successor Company in such merger, amalgamation or consolidation, and (f) a Designating Party may designate any Guarantor (including any Person that becomes a Guarantor pursuant to Section 3.11) to be “Parent Guarantor” under this Indenture pursuant to a New Parent Guarantor Designation. (b) Subject to Section 10.2, each Guarantor will not, and Parent Guarantor will not permit any Guarantor to, consolidate, merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership or, limited liability company or trust, or non-U.S. analog thereof, organized or existing under (1) the laws of the jurisdiction of organization of any Guarantor, (2) the laws of the United States, any state or territory thereof or the District of Columbia or (3) the laws of another jurisdiction so long as, in the case of this clause (3), the Guarantee provided by such surviving Guarantor is substantially equivalent to the Guarantee provided under the laws of the jurisdiction of organization of another Guarantor (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of Assets. The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) OI Group or such Restricted Subsidiary, as the Company or any Restricted Subsidiary case may be, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company OI Group or any such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company OI Group or any such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteethis Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, OI Group or the other Person Successor Company formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryOI Group), or the Person to which such saleTransfer shall have been made, assignment, transfer, conveyance delivers or other disposition has been made will, on causes to be delivered to the date Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction after giving pro forma effect or series of transactions and the supplemental indenture in respect thereto comply with this Indenture and any related financing transactions as if that all conditions precedent provided for in this Indenture relating to such transaction and 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 supplemental indenture have been complied with. Section 5.01 shall not apply (other than with respect to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. Company) to (i) a salemerger or consolidation of any Restricted Subsidiary of OI Group into OI Group, assignment, transfer, conveyance a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other disposition Restricted Subsidiary of OI Group or the Transfer of assets between or among the Company any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries; Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (ii) any merger other than Capital Stock of a Restricted Subsidiary into the Company or another such Restricted Subsidiary; ) are owned by OI Group (iii) if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any merger other Restricted Subsidiaries of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company OI Group in another state of the United Statesexistence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. The Company shall notmay not and will not permit Worldspan to, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company or Worldspan is the surviving entity); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Company, Worldspan and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1) either: (a) the Company or any Restricted Subsidiary Worldspan, as the case may be, is the surviving corporationentity; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryWorldspan) or to which such sale, assignment, transfer, conveyance or other disposition has been made made, as the case may be, is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia (provided that if the person formed by or surviving any such consolidation or merger with the Company or Worldspan is not a corporation, a corporate co-issuer shall also be an obligor with respect to the Notes); (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryWorldspan) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made made, as the case may be, assumes all the obligations of the Company under the Notes and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the TrusteeMajority Holders; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) (A) Worldspan or, if Worldspan is a party to the Companyapplicable consolidation or merger, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryWorldspan), or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made made, as the case may be: will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. 5(c) or (iB) the Fixed Charge Coverage Ratio on the date of such transaction after giving pro forma effect thereto would be equal to or greater than the same ratio for Worldspan and its Restricted Subsidiaries immediately prior to the transaction. This Section 5(h) will not apply to (A) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company Company, Worldspan and any of its Restricted Subsidiaries; Subsidiaries or (iiB) any merger or consolidation of a (1) the Company with and into Worldspan or one of its Restricted Subsidiary Subsidiaries or Worldspan with and into the Company or another one of its Restricted Subsidiary; Subsidiaries or (iii2) any merger the Company or Worldspan with and into an Affiliate of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; incorporating or (iv) a merger between reincorporating or organizing or reorganizing the Company and a newly-created Affiliate incorporated solely for or Worldspan in the purpose of reincorporating the Company same or another jurisdiction in another state of the United StatesStates or any state thereof or the District of Columbia.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other Person into, or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all its assets in one or a series of its properties and assets to related transactions to, any Person or group of affiliated PersonsPerson, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: the resulting, surviving or transferee Person (athe “Successor Company”) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is will be a corporation organized or and existing under the laws of the United StatesStates of America, any state of the United States State thereof or the District of Columbia; (2) Columbia and the Person formed by or surviving any such consolidation or merger Successor Company (if other than not the Company or any Restricted SubsidiaryCompany) or will expressly assume, by a supplemental indenture, executed and delivered to the Person Trustee, in form satisfactory to which such salethe Trustee, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Indenture pursuant Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company shall have delivered to agreements reasonably the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Company will not permit any Subsidiary Guarantor to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless: (1) except in the case of a Subsidiary Guarantor (i) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (ii) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (3) immediately after the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction no Default consolidation, merger or Event transfer and such supplemental indenture (if any) comply with this Indenture. (c) Notwithstanding the foregoing: (1) any Restricted Subsidiary may Consolidate with, merge into or transfer all or part of Default existsits properties and assets to the Company or any Subsidiary Guarantor; and (42) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of jurisdiction within the United StatesStates of America, any state thereof or the District of Columbia to realize tax or other benefits.

Merger, Consolidation or Sale of Assets. The Company shall notWithout the prior written consent of the Lender (which consent the Lender may grant or withhold in its sole discretion), in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to (i) enter into any such transaction merger, consolidation or transactions if such transaction similar combination with any other Person, provided that any Loan Party or transactionsany Subsidiary may merge, in the aggregate, would result in an assignment, conveyance, transfer, lease consolidate or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken combine with any Loan Party as long as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is Loan Party shall be the surviving corporation; or (b) the Person formed by or surviving any such merger, consolidation or merger combination, or (if other than the Company or any Restricted Subsidiaryii) or to which such sale, assignmentsell, transfer, conveyance lease, assign, or otherwise dispose of (in one transaction or a series of transactions) all or any portion of its assets, other than (a) sales or leases of inventory in the ordinary course of business (including on an intercompany basis), (b) other sales and dispositions for fair market value in an aggregate amount since the Closing Date of not more than $500,000, (c) sales or other disposition has been dispositions among the Loan Parties, (d) disposals of surplus, obsolete, used or worn out property, (e) dispositions or sales of Cash Equivalents or other assets that were Cash Equivalents when the original Investment was made is a corporation organized (in each case, for the fair market value thereof), (f) sales, discounting or existing under forgiveness of accounts receivable in the laws ordinary course of business or in connection with the collection or compromise thereof, (g) non-exclusive licensing and cross-licensing arrangements involving any technology, intellectual property or Intellectual Property rights of the United StatesBorrower or any of its Subsidiaries in the ordinary course of business, (h) the sale, disposal, abandonment, cancellation or lapse of Intellectual Property rights, or any state issuances or registrations, or applications for issuances or registrations, of any Intellectual Property rights, which, in the reasonable good faith determination of the United States Borrower are uneconomical, or not material to the conduct of the business of the Borrower and/or its Subsidiaries, (i) dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under an open source license), which (A) do not materially interfere with the business of the Loan Parties and their Subsidiaries or (B) relate to closed facilities or the District discontinuation of Columbia; any product or service line, and (2j) sales or issuances of equity interests by the Person formed Borrower, by or surviving any such consolidation or merger (if Loan Party to any other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)Loan Party, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning Subsidiary that is not a Loan Party to another Subsidiary of the applicable four-quarter period, be permitted Borrower or the Borrower; and (k) other sales or dispositions to incur at least Subsidiaries in an aggregate amount since the Closing Date of not more than $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof250,000. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company and any Guarantor shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other Person (whether or not the Company or such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other another Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) eitherunless: (ai) the Company or any Restricted Subsidiary such Guarantor is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Guarantor under the Registration Rights Agreement, the Notes and the this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default exists; and and (4iv) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has 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 immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Consolidated Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) . In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesGuarantors.

Merger, Consolidation or Sale of Assets. The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its 57 57 properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another corporation, Person or group of affiliated Persons, entity unless at the time and after giving effect thereto: (1) either: (ai) the Company or any Restricted Subsidiary is the surviving corporation; corporation or (b) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of one of the United States, any state states of the United States or the District of Columbia; ; (2ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Senior Notes and the Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction no Default or Event of Default existsshall occur and be continuing or result as a consequence thereof; and (4iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Restricted Subsidiary, Company or the other entity or Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, lease, conveyance or other disposition has 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 and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.12 hereof. ; (iv) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and if any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company property or another Restricted Subsidiary; (iii) any merger assets of the Company into a wholly-owned Restricted Subsidiary created for would thereupon become subject to any Lien, the purpose of holding outstanding Senior Notes shall be secured equally and ratably with (or prior to) the Equity Interests of the Company; obligation or (iv) a merger between liability secured by such Lien, unless the Company could create such Lien without equally and a newly-created Affiliate incorporated solely for ratably securing the purpose of reincorporating Senior Notes; and (vi) the Company in another state delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the United StatesTrustee with respect to the foregoing matters.

Merger, Consolidation or Sale of Assets. The Company shall not(a) Solely with respect to the Borrower, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Borrower is the surviving entity) or (2) sell, assign, convey, transfer, lease convey (not including any conveyance, if any, resulting solely from the creation of any Lien, unless remedies are exercised in connection therewith) or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and Borrower or its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other another Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1i) either: (ax) the Company or any Restricted Subsidiary Borrower is the surviving corporationentity; or (by) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation corporation, limited partnership or limited liability company organized or existing under the laws of any member of the United StatesEuropean Union as in effect on December 31, 0000, Xxxxxxxxxxx, Canada, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of the obligations of the Company Borrower under the Notes and the Indenture Loan Documents pursuant to agreements an agreement in a form reasonably satisfactory to the TrusteeAdministrative Agent; (3iii) immediately after such transaction no Default or Event of Default exists; and (4iv) the Company, the Restricted Subsidiary, Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryBorrower), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (1) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.01(a) or (2) the first paragraph Parent’s Fixed Charge Coverage Ratio shall not be less than the Parent’s Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions. In addition, the Borrower and its Subsidiaries may not, directly or indirectly, lease all or substantially all of the Borrower’s and its Subsidiaries’ properties and assets, in one or more related transactions, to any other Person. The Person formed by or surviving any consolidation or merger (if other than the Borrower) will succeed to, and be substituted for, and may exercise every right and power of the Borrower under this Agreement; provided that the Borrower shall not be released in the case of a lease of all or substantially all of its assets. Clauses (iii) and (iv) of this Section 4.09 hereof6.07(a) will not apply to: (A) a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction; or (B) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Borrower and its Subsidiaries. (b) Solely with respect to the Parent, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent is the surviving corporation) or (2) sell, assign, transfer, lease, convey (not including any conveyance, if any, resulting solely from the creation of any Lien, unless remedies are exercised in connection therewith) or otherwise dispose of all or substantially all of the properties and assets of the Parent or its Subsidiaries, taken as a whole, in one or more related transactions, to another Person or Persons, unless: (i) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all of the obligations of the Parent under the Loan Documents pursuant to an agreement in a form reasonably satisfactory to the Administrative Agent; (ii) immediately after such transaction no Default or Event of Default exists; and (iii) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of assets between or among the Company such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (1) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.01(a) or (2) the Parent’s Fixed Charge Coverage Ratio shall not be less than the Parent’s Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions. In addition, the Parent and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the Parent’s and its Subsidiaries; ’ properties and assets, in one or more related transactions, to any other Person. Clauses (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; and (iii) any of this Section 6.07(b) will not apply to: (A) a merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Parent with an Affiliate incorporated solely for the purpose of reincorporating the Company Parent in another state jurisdiction; or (B) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the United StatesParent and its Subsidiaries.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series not and shall not permit any of related transactions, its Restricted Subsidiaries to consolidate with or merge with or into any other Person (whether or not the Company or such Restricted Subsidiary is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to any another corporation, Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Personsentity, unless at the time and after giving effect thereto: (1) either: (ai) the Company or any such Restricted Subsidiary is the surviving corporation; corporation or (b) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company or any such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (2ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company or any such Restricted Subsidiary) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and exists and (4iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Restricted Subsidiary, Company or the other entity or Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, lease, conveyance or other disposition has 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 and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourtwo-quarter periodMeasurement Period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Fixed Charge Coverage Debt to Annualized Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. hereof or any other Person which (ix) a sale, assignment, transfer, conveyance assumes or other disposition guarantees the obligations of assets between or among the Company under the Notes, the Indenture and any the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (y) would, as a result of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the applicable transaction, properly classify the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned such Restricted Subsidiary created as a consolidated subsidiary in accordance with GAAP and (C) would, if the conditions set forth in clauses (a) and (b) above were tested substituting such Person for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, satisfy such conditions.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (a) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving entity); or (b) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: either (aA) the Company or any Restricted Subsidiary is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia which, concurrently with the consummation of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, becomes a party to the Indenture, to the applicable Collateral Documents and to the Intercreditor Agreement by executing and delivering to the Trustee or the Collateral Agent, as applicable, a supplemental indenture in the form of Exhibit E and one or more joinders to such Collateral Documents and the Intercreditor Agreement, and causes such instruments to be filed and recorded in such jurisdictions and takes such other actions as may be reasonably necessary to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity, and the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with the Indenture and, in the case of the Opinion of Counsel, that such supplemental indenture is the valid, binding obligation of the successor company, enforceable against the successor company in accordance with its terms; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, the Indenture, the Collateral Documents and the Indenture pursuant to agreements reasonably satisfactory to the TrusteeIntercreditor Agreement; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) if the first paragraph Qualified IPO has been consummated prior to such transaction, have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio of Section 4.09 hereofthe Company for such four-quarter period. (ib) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a)(1)(B) in which the Company is not the surviving Person, such surviving Person or transferee shall succeed to, and be substituted for, and may exercise every right and power of, the Company under, and the Company shall be discharged from its Obligations under, this Indenture, the Notes and the Collateral Documents and the Intercreditor Agreement, with the same effect as if such successor Person had been named as the Company herein or therein. (d) Clauses (3) and (4) of Section 5.01(a) will not apply to any merger or consolidation, or any sale, assignment, transfer, conveyance lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary the Guarantors or with or into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created an Affiliate incorporated solely for the purpose of reincorporating reorganizing the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not(a) Neither STBV nor the Issuer may, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not it is the surviving entity); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its and STBV’s Subsidiaries’ properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (aA) STBV or the Company or any Restricted Subsidiary Issuer, as applicable, is the surviving corporationentity; or (bB) the Person formed by or surviving any such consolidation or merger (if other than STBV or the Company or any Restricted SubsidiaryIssuer, as applicable,) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (2) STBV, the Person formed by Issuer or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or Persons, as applicable, including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”); provided that at any time the Successor Company is the issuer of the Notes and is a limited liability company, there shall be a co‑issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than STBV or the Issuer, as applicable) assumes all the obligations of STBV or the Company Issuer under the Notes Note Guarantee or the Notes, as the case may be, and the this Indenture pursuant to agreements reasonably satisfactory to the Trusteea supplemental indenture; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4iv) STBV delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the Companyexecution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor other than STBV. (b) For purposes of this Article 5, the Restricted Subsidiarysale, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)lease, or to which such saleconveyance, assignment, transfer, conveyance transfer or other disposition has been made willof all or substantially all of the properties and assets of one or more Subsidiaries of STBV (including the Issuer), which properties and assets, if held by STBV instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of STBV on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of STBV. (c) For the avoidance of doubt, it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of STBV and its Subsidiaries (including the Issuer) that, in the aggregate accounted for no more than two‑thirds of STBV’s aggregate EBITDA, during the four most recent consecutive fiscal quarters prior to the date of such transaction after giving pro forma effect thereto and any related financing transactions sale, transfer or disposition for which financial statements are available (as if specified in an Officers’ Certificate delivered to the same had occurred at the beginning Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the applicable four-quarter period, be permitted to incur at least $1.00 properties and assets of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofSTBV. (id) Upon the execution and delivery of the supplemental indenture referred to in Section 5.01(a)(ii), the predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or STBV, as applicable, under this Indenture and the Notes or the Note Guarantee, as the case may be, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clause (iii) of Section 5.01(a) shall not apply to (A) a sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company STBV and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries; properties and assets to STBV or to another Subsidiary of STBV (ii) any merger provided that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of a Restricted Subsidiary into all or part of its properties and assets solely to the Company Issuer or another Restricted Subsidiary; (iiiGuarantor) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (ivC) a merger between the Company and a newly-created Issuer or STBV merging with an Affiliate incorporated solely for the purpose and with the sole effect of reincorporating the Company Issuer or STBV, as applicable, in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation) or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group another Person, except, in each case, as contemplated as part of affiliated Personsthe Restructuring Transactions, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a 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; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Escrow Agreement and the Indenture Notes Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade, on shall have delivered to the date Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning supplemental indenture entered into in connection therewith comply with all of the applicable four-quarter periodterms of this covenant and that all conditions precedent provided for in this covenant relating to such transaction or series of transactions have been complied with. In addition, be permitted the Company will not, directly or indirectly, lease all or substantially all of its properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of any other Person. This Section 4.09 hereof.5.01 will not apply to: (i1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Without prejudice to, and subject to, the vesting of Warrants immediately prior to an Acceleration Event and subject to the Holder’s rights pursuant to any other agreement between the Holder and the Company or any of its Affiliates, if at any time there shall notbe a liquidation, merger, stock exchange, recapitalization, consolidation or other similar transaction of the Public Company, or sale (in a single one (1) transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition ) of all or substantially all of the properties and assets assets, equity interests or voting power of the Company and its Restricted Subsidiaries taken Public Company, then, as a whole to any part of such liquidation, merger, stock exchange, recapitalization, consolidation or other Person similar transaction of the Public Company, or group of affiliated Persons, unless at the time and after giving effect thereto: sale (in one (1) either: transaction or a series of related transactions) of all or substantially all of the assets, equity interests or voting power of the Public Company, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of any Warrant during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities or property (aincluding cash) of the Company successor entity resulting from such liquidation, merger, stock exchange, recapitalization, consolidation or any Restricted Subsidiary is other similar transaction of the surviving corporation; Public Company, or sale (bin one (1) transaction or a series of related transactions) of all or substantially all of the Person formed by assets, equity interests or surviving voting power of the Public Company, to which the Holder as the holder of the Shares deliverable upon exercise of a Warrant would have been entitled in such liquidation, merger, stock exchange, recapitalization, consolidation or other similar transaction of the Public Company, or sale (in one (1) transaction or a series of related transactions) of all or substantially all of the assets, equity interests or voting power of the Public Company, if that Warrant had been exercised immediately before such liquidation, merger, stock exchange, recapitalization, consolidation or other similar transaction of the Public Company, or sale (in one (1) transaction or a series of related transactions) of all or substantially all of the assets, equity interests or voting power of the Public Company. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interests of the Holder after the liquidation, merger, stock exchange, recapitalization, consolidation or merger other similar transaction of the Public Company, or sale (if other than in one (1) transaction or a series of related transactions) of all or substantially all of the Company assets, equity interests or any Restricted Subsidiary) or voting power of the Public Company. This provision shall apply to which such salesuccessive liquidations, assignmentmergers, transferstock exchanges, conveyance recapitalizations, consolidations or other disposition has been made is a corporation organized or existing under the laws similar transactions of the United StatesPublic Company, any state or sales (in one (1) transaction or a series of related transactions) of all or substantially all of the United States assets, equity interests or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations voting power of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Public Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Neither the Company shall notnor the Guarantor shall, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company or the Guarantor is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, or the Guarantor and its Subsidiaries, taken as a whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: : (aA) the Company or any Restricted Subsidiary the Guarantor, as the case may be, is the surviving corporationPerson; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarythe Guarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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 that if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarythe Guarantor, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company or the Guarantor, as the case may be, under the Notes and the Indenture this Indenture, pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4iv) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or the Guarantor 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. In addition, neither the Company nor the Guarantor will, directly or indirectly, lease all or substantially all of its and its respective Subsidiaries’ properties or assets taken as a Restricted Subsidiary)whole, in one or more related transactions, to which such any other Person. This ‎Section 5.01 shall not apply to: (1) a merger of the Company or the Guarantor, as the case may be, with an Affiliate solely for the purpose of reforming the Company or the Guarantor, as the case may be, in another jurisdiction or forming a direct or indirect holding company of the Guarantor that is a Wholly Owned Subsidiary of the Company; and (2) any sale, transfer, assignment, transferconveyance, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance lease or other disposition of assets between or among the Company and any its Subsidiaries (other than the Guarantor and its Subsidiaries) or between or among the Guarantor and its Subsidiaries, in each case including by way of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesconsolidation.

Merger, Consolidation or Sale of Assets. The Company --------------------------------------- shall not, and shall not permit any Subsidiary of the Company to, in a single transaction or a series of related transactions, consolidate with or merge with or into any (other Person than the consolidation or merger of a Wholly Owned Subsidiary of the Company with another Wholly Owned Subsidiary of the Company or into the Company) (whether or not the Company or such Subsidiary is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole to any other whole) in one or more related transactions to, another corporation, Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (1) either: (a) either (i) the Company, in the case of a transaction involving the Company, or such Subsidiary, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation or (ii) in the case of a transaction involving the Company or any Restricted Subsidiary is a Guarantor, the surviving corporation; entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made Columbia and expressly assumes all the obligations of the Company under the Notes and this Indenture or such Guarantor under the Indenture relevant Note Guarantee and this Indenture, as the case may be, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; (3b) immediately after such transaction no Default or Event of Default exists; and; (4c) in the case of a transaction involving the Company, the Restricted SubsidiaryCompany or, or if other than the other Person Company, the corporation formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; provided, however, that in the case of a transaction involving a merger or -------- ------- consolidation between GHC and the Company in contemplation of an underwritten primary public offering of the common stock of the corporation formed by or surviving any such merger or consolidation, the Consolidated Net Worth of such corporation immediately after the transaction may be up to $1.0 million less than the Consolidated Net Worth of the Company immediately preceding the transaction, and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.; (id) if, as a saleresult of any such transaction, assignment, transfer, conveyance property or other disposition assets of assets between or among the Company or a Guarantor would become subject to a Lien securing Indebtedness not excepted from the provisions of this Indenture described in Section 4.13 hereof, the Company, any such Guarantor or the surviving entity, as the case may be, shall have secured the Notes and any the relevant Note Guarantee, as required by such provisions; and (e) the Company shall deliver, or cause to be delivered to the Trustee, an Officers' Certificate and, except in the case of its Restricted Subsidiaries; (ii) any a merger of a Restricted Subsidiary of the Company into the Company or another Restricted Subsidiary; into a Wholly Owned Subsidiary of the Company, an Opinion of Counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with this Section 5.01 and that all conditions precedent herein provided relating to such transaction or series of transactions have been complied with. For purposes of the foregoing, the transfer (iiiby lease, assignment, sale or otherwise, in a single transaction or series of transactions) any merger of all or substantially all of the properties or assets of one or more Subsidiaries of the Company into a wholly-owned Restricted Subsidiary created for the purpose Capital Stock of holding which constitutes all or substantially all of the Equity Interests properties and assets of the Company; , shall be deemed to be the transfer of all or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state substantially all of the United Statesproperties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Company Foamex shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not Foamex is the surviving entity), or sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Foamex and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1) either: : (aA) the Company or any Restricted Subsidiary Foamex is the surviving corporationentity; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryFoamex) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryFoamex) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Foamex under the Notes Notes, this Indenture, any Registration Rights Agreement and the Indenture Security Documents pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Foamex or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryFoamex), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph Section 4.09(a) hereof. In addition, Foamex shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 4.09 hereof. (i) 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company Foamex and any of its Wholly Owned Restricted Subsidiaries. Without complying with clause (4) above, Foamex may merge with one or more of its Wholly Owned Restricted Subsidiaries, and Foamex may merge with an Affiliate for the sole purpose of incorporating Foamex in another jurisdiction or for forming a holding company. Notwithstanding the foregoing, Foamex is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and Foamex Capital may thereafter liquidate); (ii) any merger provided that Foamex shall have delivered to the Trustee an Opinion of a Restricted Subsidiary into Counsel reasonably acceptable to the Company or another Restricted Subsidiary; (iii) any merger Trustee confirming that the Holders of the Company into outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a wholly-owned Restricted Subsidiary created for result of such reorganization and will be subject to federal income tax on the purpose of holding same amounts, in the Equity Interests of same manner and at the Company; or (iv) a merger between same times as would have been the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statescase if such reorganization had not occurred.

Merger, Consolidation or Sale of Assets. The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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 that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under this Indenture and the Notes and the Indenture pursuant to agreements documents in such form as are reasonably satisfactory to the Trustee;; and (3) immediately after such transaction transaction, no Default or Event of Default exists. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and (42) the Companyany sale, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such saletransfer, assignment, transferconveyance, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance lease or other disposition of assets between or among the Company and any its Subsidiaries, including by way of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesconsolidation.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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 that if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations becomes a co-issuer of the Notes pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and; (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would 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 4.09(a) hereof.; or (iB) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such merger, sale, assignment, transfer, conveyance or other disposition, including any related financing transactions; and (5) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would comply with applicable regulatory requirements of the NASD, Inc., to the extent that the Company or such Person then has a subsidiary that is a registered broker-dealer. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall notNone of the Issuers or the Parent may, in a single transaction directly or a series of related transactionsindirectly, (1) consolidate with or merge with or into any other another Person (whether or not such Issuer or the Parent is the survivor), or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions to any Person or group of affiliated Personsanother Person, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) eitherunless: (a) 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 has been made is a Person organized or existing under the laws of the 107920296 70 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 other than a corporation satisfying such requirement so long as the Company or any Restricted Subsidiary is the surviving not a corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Company or any Restricted SubsidiaryParent, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized assumes all the obligations of such Issuer or existing the Parent, as applicable, under the laws Notes, this Indenture and the Parent’s Guarantee of the United StatesNotes, any state if applicable, pursuant to a supplemental indenture or other agreements reasonably satisfactory to the Trustee; (c) immediately after such transaction no Default or Event of Default exists; (d) in the United States case of a transaction involving the Parent, either; (1) the Parent or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryParent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.08 hereof. ; or (i2) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the Parent’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 Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of assets between the Parent immediately before such transactions; and (e) such Issuer or among the Company 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 Indenture. The restrictions described in the foregoing clause (d) will not apply to (a) any consolidation or merger of the Parent with or into one of its Restricted Subsidiaries; Subsidiaries for any purpose or (iib) any merger sale, assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary into (other than Finance Corp.) to the Parent, the Company or another Restricted Subsidiary; (iii) any merger Subsidiary that is a Subsidiary Guarantor. Notwithstanding the first paragraph of this Section 5.01, the Parent and the Company into a wholly-owned Restricted Subsidiary created for are permitted to reorganize as any other form of entity in accordance with the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.following procedures provided that:

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporationentity; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, that if such entity is a partnership or limited liability company, such entity has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, which corporation becomes a co-issuer of the notes pursuant to a supplemental indenture duly and validly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either: (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof.; or (iB) would have a Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction. In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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 that if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and shall not have any material assets or operations becomes a co-issuer of the Notes pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and; (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would 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 4.09(a) hereof.; or (iB) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such merger, sale, assignment, transfer, conveyance or other disposition, including any related financing transactions; and (5) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would comply with applicable regulatory requirements of the NASD, Inc., to the extent that the Company or such Person then has a subsidiary that is a registered broker-dealer. In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets (determined on a consolidated basis) to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an the sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoPersons unless: (i) either: (1) either: the Company shall be the surviving or continuing corporation or (2) the Person formed by or surviving such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is (the “Surviving Entity”) a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the Surviving Entity, if applicable, expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (iii) immediately after giving pro forma effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be (a) able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.09 or (b) have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; provided, however, that this clause (iii) shall not apply during any Suspension Period; (iv) immediately after giving effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (v) the Company or any the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Supplemental Indenture and that all conditions precedent in this Supplemental Indenture relating to such transaction have been satisfied. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to clause (iii) of the immediately preceding paragraph. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiary is Subsidiaries of the surviving corporation; Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Each Guarantor will not, and the Company will not cause or permit any Guarantor to, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person other than the Company or any other Guarantor unless: (i) if the Guarantor was a corporation or limited liability company under the laws of the United States, any State thereof or the District of Columbia, the entity formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2ii) the Person formed such entity assumes by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes supplemental indenture all of the obligations of the Company Guarantor under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteeits Subsidiary Guarantee; (3iii) immediately after giving effect to such transaction transaction, no Default or Event of Default existsshall have occurred and be continuing; and (4iv) immediately after giving effect to such transaction and the Companyuse of any net proceeds therefrom on a pro forma basis, the Restricted SubsidiaryCompany could satisfy the provisions of clause (iii) of Section 5.01(a). Notwithstanding the foregoing, or the other Person formed by or surviving requirements of this Section 5.01(b) will not apply to any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or transaction pursuant to which such sale, assignment, transfer, conveyance Guarantor is permitted to be released from its Subsidiary Guarantee in accordance with the provisions of Section 10.02 of this Supplemental Indenture or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning Section 1304 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 hereofBase Indenture. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactionsindirectly: (i) consolidate, consolidate with amalgamate or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of Canada, the United States, any province, territory or any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Registration Rights Agreement and the Indenture Interest Reserve and Security Agreement, pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fourtwo-quarter period, either (A) be permitted to incur at least $US$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof.; or (iB) have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately preceding such transaction. In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its the Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries Subsidiaries, taken as a whole whole, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: either (aA) the Company or any Restricted Subsidiary is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made (A) assumes all the obligations of the Company under the Notes Notes, this Indenture, the Security Documents (as applicable) and the Indenture First Lien Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and (B) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) 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 (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the first paragraph Company and the Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 4.09 hereof. 5.01(a) shall not apply to: (i) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (ii) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its the Restricted Subsidiaries; Subsidiaries or (iiiii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company Except for the Transactions, the Escrow Merger and the Assumption (each of which is explicitly permitted), the Issuer or, following consummation of the Transactions, the Escrow Merger and the Assumption, the Company, shall not, in a single transaction not consolidate or a series of related transactions, consolidate combine with or merge with or into any other Person or, directly or indirectly, sell, assign, convey, transferlease, lease transfer or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such Persons in a single transaction or transactions if such transaction or through a series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: (a) the Company Issuer or any Restricted Subsidiary the Company, as applicable, shall be the successor or continuing Person or, if the Issuer or the Company, as applicable, is not the successor or continuing Person, the resulting, surviving corporation; or transferee Person (bthe “Surviving Entity”) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation company organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2) Columbia that expressly assumes all of the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) Issuer’s or the Person to which such saleCompany’s obligations, assignmentas applicable, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, the Indenture and the this Sixth Supplemental Indenture pursuant to agreements reasonably satisfactory a supplement hereto executed and delivered to the Trustee; (3b) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default existshas occurred and is continuing; and (4c) the CompanyIssuer, the Restricted Subsidiary, Company or the other Person formed by Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction or surviving series of transactions and any such supplement hereto complies with the terms of the Indenture and this Sixth Supplemental Indenture. If any consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such any sale, assignment, transferconveyance, conveyance or other disposition has been made willlease, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance transfer or other disposition of all or substantially all of the Issuer’s or the Company’s assets between occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer or among the Company, as applicable under the Indenture and this Sixth Supplemental Indenture with the same effect as if such Surviving Entity had been named as the Company. The Issuer or the Company, as applicable, shall (except in the case of a lease) be discharged from all obligations and covenants under the Indenture and this Sixth Supplemental Indenture and any Notes issued hereunder, and may be liquidated and dissolved. Notwithstanding the foregoing, the Issuer may merge or consolidate with the Parent Guarantor and the Company and may merge or consolidate into or with any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesGuarantor.

Merger, Consolidation or Sale of Assets. The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (a) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (b) sell, assign, conveylease, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to a supplemental indenture and any other required agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default existshas occurred and is continuing; and (4iv) either (A) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. , or (iB) the Fixed Charge Coverage Ratio of such surviving Person is not less than the Fixed Charge Coverage Ratio immediately prior to such transaction. This Section 5.01 shall not apply to (x) a merger, consolidation, sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into or (y) transfers of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional 84 91 undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction. Notwithstanding the foregoing clause (iv), the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created may merge with an Affiliate incorporated solely or organized either (A) for the purpose of reincorporating or reorganizing the Company in another state jurisdiction or (B) to realize tax benefits without complying with the foregoing clause (iv) provided, that, at the time of the United Statesand after giving effect to such transaction, no Default or Event of Default shall have occurred or be continuing or would result from such merger.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1a) either: (ai) the Company or any Restricted Subsidiary is the surviving corporation; or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists; and (4d) if such consolidation, merger, sale, assignment, transfer, conveyance or other disposition occurs before the CompanyRating Condition is met, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade: (i) 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 (ii) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.the

Merger, Consolidation or Sale of Assets. The Company shall Issuer will not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other Person another Person; or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its the Issuer’s properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in (determined on a consolidated basis for the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole Subsidiaries) in one or more related transactions to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary Issuer is the surviving corporationentity; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer, as the case may be, under the Notes Notes, this Indenture, the Security Documents and the Indenture Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and the Series B Collateral Agent and shall cause (i) such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by the Issuer, together with such financing statements or other comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions and (ii) the property and assets of the Person which is merged or consolidated with or into the successor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, to be treated as after-acquired property and the successor 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 manner and to the extent provided in the Security Documents and this Indenture, in each case in a form reasonably satisfactory to the Trustee and the Series B Collateral Agent; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) (a) the Company, the Restricted Subsidiary, Issuer or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryIssuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, 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 4.07(a) hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.or

Merger, Consolidation or Sale of Assets. The Company (a) Suburban Propane shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not Suburban Propane is the surviving Person); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Suburban Propane and its Restricted Subsidiaries taken as a whole to any other Person whole, in one or group of affiliated Personsmore related transactions to, unless at the time and after giving effect theretoanother Person; unless: (1i) either: either (aA) the Company or any Restricted Subsidiary Suburban Propane is the surviving corporation; Person, or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiarySuburban Propane) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiarySuburban Propane) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes and the Indenture Suburban Propane pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture; (3iii) immediately after such transaction no Default or Event of Default exists; and (4iv) the Company, the Restricted Subsidiary, Suburban Propane or the such other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiarySuburban Propane), or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, (A) will be permitted to incur at least $1.00 of additional any Indebtedness pursuant to the Fixed Charge Coverage Ratio test as may be set forth in a supplemental indenture in respect of the first paragraph issuance of Section 4.09 hereof. any series of Securities or (iB) a sale, assignment, transfer, conveyance or other disposition of assets between or among will otherwise be in compliance with the Company and any of its Restricted Subsidiaries; (ii) any merger applicable terms of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger supplemental indenture in respect of the Company into a wholly-owned Restricted Subsidiary created for the purpose issuance of holding the Equity Interests any series of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesSecurities.

Merger, Consolidation or Sale of Assets. The Company shall notNeither the Partnership nor any Guarantor may, in a single transaction directly or a series of related transactions, indirectly (a) consolidate with or merge with or into any other another Person (whether or not the Partnership or the Guarantor is the surviving entity) or (b) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries Subsidiaries', properties or assets, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1i) either: either (aA) the Company Partnership or any Restricted Subsidiary the Guarantor, as applicable, is the surviving corporation; entity or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company Partnership or any Restricted Subsidiarythe Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company Partnership or any Restricted Subsidiarythe Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Partnership or the Guarantor, as applicable, under the Notes, this Indenture, the Registration Rights Agreement, any Guarantee of the Notes and the Indenture Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) such transaction would not result in the Companyloss or suspension or material impairment of any of the Partnership's or any of its Restricted Subsidiaries' Gaming Licenses unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; (v) in the case of a consolidation or merger of the Partnership, the Restricted Subsidiary, Partnership or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), Partnership) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made will, or, in the case of a consolidation or merger of a Guarantor or the sale, assignment, transfer, conveyance or other disposition of the property or assets of the Guarantor, the Partnership shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.; and (ivi) such transaction would not require any Holder or Beneficial Owner of the Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided, however, that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. In addition, neither the Partnership nor any Guarantor may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The restrictions of this Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company Partnership and any of its Restricted Subsidiaries; . 71 Notwithstanding the foregoing, the Partnership may reorganize as a corporation or other business entity in accordance with the procedures established in this Indenture, provided that the Partnership has delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the reorganization is not adverse to the Holders of the Notes (it being recognized that the reorganization will not be deemed adverse to the Holders of the Notes solely because (a) of the accrual of deferred tax liabilities resulting from the reorganization or (b) the successor or surviving corporation (i) is subject to income tax as a corporate entity or (ii) any merger is considered to be an "includible corporation" of a Restricted Subsidiary into an affiliated group of corporations within the Company or another Restricted Subsidiary; (iii) any merger meaning of the Company into a wholly-owned Restricted Subsidiary created for the purpose Internal Revenue Code of holding the Equity Interests of the Company; 1986, as amended, or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another any similar state of the United Statesor local law).

Merger, Consolidation or Sale of Assets. The Company Issuer shall not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not the Issuer is the surviving corporation), or sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Issuer and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1a) either: : (ai) the Company or any Restricted Subsidiary Issuer is the surviving corporation; or or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (A) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;Columbia or (B) a partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia which corporation becomes a co-issuer of the Notes pursuant to a supplemental indenture duly and validly executed by the Trustee; or (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company Issuer under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction no Default or Event of Default exists[Reserved.]; (d) [Reserved.]; and (4e) The Company has delivered to the CompanyTrustee an Officers’ Certificate and an Opinion of Counsel, the Restricted Subsidiary, or the other Person formed by or surviving any each stating that such consolidation or merger (if other than the Company or a Restricted Subsidiary)merger, or to which such any sale, assignment, transfer, lease, conveyance or other disposition has been made willof all or substantially all of the assets of the Company and, on the date of if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this paragraph and that all conditions precedent herein for relating to such transaction after giving pro forma effect thereto have been satisfied. The Issuer will not be relieved of its Obligations to pay principal of, and any related financing transactions as if interest on, 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 Notes except in the first paragraph case of Section 4.09 hereof. a sale (ibut not lease) of all of its assets that meet the requirements of this Paragraph 22(B)(xix). Further, this Paragraph will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company Issuer and any of its Wholly Owned Restricted SubsidiariesSubsidiaries that are Guarantors. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in a transaction that is subject to, and that complies with the provisions of, this Paragraph 22(B)(xix), the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; (ii) any merger provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger sale of all of the Company into Issuer’s assets in a wholly-owned Restricted Subsidiary created for transaction that is subject to, and that complies with the purpose of holding the Equity Interests provisions of, this Paragraph 22(B)(xix).” SECTION 2.4 AMENDMENT OF SECTION 1.1(29)(D)(3). Section 1.1(29)(D)(3) of the Company; or (iv) a merger between the Company First Supplemental Indenture is hereby amended and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company restated in another state of the United States.its entirety to read as follows:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its the Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries Subsidiaries, taken as a whole whole, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: either (aA) the Company or any Restricted Subsidiary is the surviving corporationPerson; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (x) 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 (y) have a Fixed Charge Coverage Ratio that would be greater than such ratio for the first paragraph Company and the Restricted Subsidiaries immediately prior to such transaction; and (v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Clause (iv) of Section 4.09 hereof. 5.01(a) shall not apply to: (i) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (ii) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its the Restricted Subsidiaries; Subsidiaries or (iiiii) any merger or consolidation of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The (a) Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a 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; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company Company’s Obligations under the Notes this Agreement and the Indenture other Credit Documents pursuant to agreements reasonably satisfactory to the Trustee;Administrative Agent and, if party thereto, the Collateral Agent; and (3) immediately after after, and upon giving effect to, such transaction transaction, no Default or Event of Default exists; and. In addition, Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (4b) Section 6.4(a) will not apply to: (1) a merger of Company with an Affiliate solely for the purpose of reincorporating Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Company and its Restricted Subsidiaries. (c) Upon any consolidation or amalgamation by Company with or merger of Company into any other Person or any conveyance, transfer or lease of the properties and assets of Company as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Company under this Agreement with the same effect as if such successor Person had been named as Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (unless such Subsidiary Guarantor is the surviving Person), another Person, other than another Guarantor, unless: (1) immediately after giving effect to that transaction, no Event of Default exists; (2) either: (a) the Company, Person acquiring the Restricted Subsidiary, property in any such sale or disposition or the other Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor or another Guarantor) assumes all Obligations of that Subsidiary Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and, if party thereto, the Collateral Agent; (b) after giving effect to such Collateral Asset Sale or other transaction, the Collateral Coverage Ratio is at least 2.75 to 1.0 (for the avoidance of doubt, it being understood that any transaction effected in compliance with the terms of this Section 6.4(d)(2)(b) shall not thereafter be prohibited under this Section 6.4(d)(2)(b) in the event that the Collateral Coverage Ratio at any time thereafter falls below 2.75 to 1.0); or (c) either (A) such sale or other disposition does not constitute a Collateral Asset Sale or (B) the Net Proceeds of such sale or other disposition are applied in accordance with Section 6.5; and (3) at the time of the transaction such Subsidiary Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Subsidiary Guarantor or such surviving Person and (if the surviving Person is not Company or a Restricted Subsidiary)Subsidiary Guarantor) an opinion of counsel, or each to which the effect that such consolidation, merger, transfer, sale, assignment, transferconveyance, conveyance lease or other disposition transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any Subsidiary Guarantor that has been made will, on unconditionally released and discharged from the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth Guaranty in the first paragraph of Section 4.09 hereofaccordance with this Agreement. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not, and shall not permit its Subsidiaries to, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its the properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets Company or of the Company and its Restricted Subsidiaries taken as a whole in one or more related transactions, to any other another Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (ai) the Company or any Restricted Subsidiary is the surviving corporation; corporation or (b) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (such surviving corporation or transferee Person, the "Surviving Entity") is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; ; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made Surviving Entity assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Collateral Documents, and the Surviving Entity's Subsidiaries become Subsidiary Guarantors, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; ; (iii) the Surviving Entity causes such amendments, supplements or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (iv) the Collateral owned by or transferred to the Surviving Entity shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (2) shall be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes and (3) shall not be subject to any Lien other than Collateral Permitted Liens; (v) the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, and of the Surviving Entity's Subsidiaries, to the extent that they are property and assets of types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Entity and its Subsidiaries shall take such actions as may be necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Indenture; (vi) immediately after such transaction no Default or Event of Default exists; and (4vii) the Company, Surviving Entity (A) shall have Consolidated Net Worth immediately after the Restricted Subsidiary, transaction equal to or the other Person formed by or surviving any such consolidation or merger (if other greater than the Consolidated Net Worth of the Company or a Restricted Subsidiary)immediately preceding the transaction and (B) shall, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. 4.10; and (iviii) a the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company such supplemental indenture, if any, comply with this Indenture and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesthat such supplemental indenture, and this Indenture, as amended and supplemented thereby, are enforceable.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets (determined on a consolidated basis) to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an the sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoPersons unless: (i) either: (1) either: the Company shall be the surviving or continuing corporation or (2) the Person formed by or surviving such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is (the “Surviving Entity”) a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the Surviving Entity, if applicable, expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (iii) immediately after giving pro forma effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall (a) be able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.09 or (b) have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; provided, however, that this clause (iii) shall not apply during any Suspension Period; (iv) immediately after giving effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (v) the Company or any the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and an Opinion of Counsel stating that the Notes and this Indenture constitute valid and binding obligations of the Company or Surviving Entity, as applicable, subject to customary exceptions. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to clause (iii) of the immediately preceding paragraph. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiary is Subsidiaries of the surviving corporation; Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Each Guarantor will not, and the Company will not cause or permit any Guarantor to, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person other than the Company or any other Guarantor unless: (i) if the Guarantor was a corporation or limited liability company under the laws of the United States, any State thereof or the District of Columbia, the entity formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2ii) the Person formed such entity assumes by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes supplemental indenture all of the obligations of the Company Guarantor under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteeits Subsidiary Guarantee; (3iii) immediately after giving effect to such transaction transaction, no Default or Event of Default existsshall have occurred and be continuing; and (4iv) immediately after giving effect to such transaction and the Companyuse of any net proceeds therefrom on a pro forma basis, the Restricted SubsidiaryCompany could satisfy the provisions of clause (iii) of Section 5.01(a). The Company shall deliver, or cause to be delivered, to the other Person formed by or surviving any Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation or merger (if other than the Company or a Restricted Subsidiary)consolidation, or to which such merger, sale, conveyance, assignment, transfer, conveyance lease or other disposition has been made willcomplies with the requirements of this Indenture, on and an Opinion of Counsel stating that this Indenture and the date of such transaction after giving pro forma effect thereto Subsidiary Guarantees constitute valid and any related financing transactions as if the same had occurred at the beginning binding obligations of the applicable four-quarter periodGuarantor or surviving entity, be as applicable, subject to customary exceptions. Notwithstanding the foregoing, the requirements of this Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to incur at least $1.00 of additional Indebtedness pursuant to be released from its Subsidiary Guarantee in accordance with the Fixed Charge Coverage Ratio test set forth in the first paragraph provisions of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance 10.02 of this Supplemental Indenture or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger Section 1304 of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesBase Indenture.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements reasonably satisfactory a supplemental indenture, delivers to the TrusteeTrustee an Opinion of Counsel required by this Indenture, including as to the enforceability of the supplemental indenture and by amendment, supplement or other instrument joins the Security Documents in form and substance reasonably required by the Security Documents and takes all other actions required by the Security Documents to grant to the Noteholder Collateral Agent for the benefit of the Holders of the Notes, to the extent and subject to the exceptions provided in the Security Documents and this Indenture, a Lien in assets that constitute Collateral pursuant to this Indenture and the Security Documents; (3) immediately after such transaction transaction, no Default or Event of Default exists; and; (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.08(a) hereof or (b) have a Fixed Charge Coverage Ratio equal to or greater than the first paragraph actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that in giving an Opinion of Counsel, counsel may rely on an Officers’ Certificate as to any matters of fact. (ib) In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person, except as otherwise provided for in Section 5.01(a). (c) This Section 5.01 will not apply to any sale, assignment, transfertransfer or conveyance, conveyance lease or other disposition of assets between or among the Company and/or its Restricted Subsidiaries. (d) Section 5.01(a)(3) and Section 5.01(a)(4) will not apply to (x) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries; (ii) Subsidiaries for any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (ivy) a merger between the Company and a newly-created with or into an Affiliate incorporated solely for the purpose of reincorporating reincorporation the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall not, will not in a single any transaction or a series of related transactions, consolidate with or merge with or into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties the assets of the Company and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to enter any other Person, unless: (i) either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into any such transaction which the Company is merged, or transactions if such transaction or transactionsthe Person that acquires, in the aggregateby sale, would result in an assignment, conveyance, transfer, lease or disposition of other disposition, all or substantially all of the properties property and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons(such Person, unless at the time and after giving effect thereto: “Surviving Entity”), (1) either: (a) the Company shall be a corporation, partnership, limited liability company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation similar entity organized or and validly existing under the laws of the United States, any political subdivision thereof or any state of the United States thereof or the District of Columbia; Columbia and (2) shall expressly assume, by a supplemental indenture, the Person formed by or surviving any such consolidation or merger due and punctual payment of all amounts due in respect of the principal of (and premium, if other than the Company or any Restricted Subsidiaryany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteethat is a corporation; (3ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default existsshall have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, either (x) the Company (or the Surviving Entity if the Company is not continuing) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of Section 4.9 or (y) the Consolidated Fixed Charge Coverage Ratio for the Surviving Entity and its Restricted Subsidiaries would be greater than the Consolidated Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and (4iv) the Company, the Restricted SubsidiaryCompany delivers, or causes to be delivered, to the other Person formed by or surviving any Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger (if other than the Company or a Restricted Subsidiary)consolidation, or to which such merger, sale, conveyance, assignment, transfer, conveyance lease or other disposition has been made will, on complies with the date requirements of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; this Indenture. The preceding clause (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or will not prohibit: (iva) a merger between the Company and a newly-created Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or (b) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating converting the Company in another state into a corporation organized under the laws of the United StatesStates or any political subdivision or state thereof; so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby. For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions. Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporation; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and; (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, period (i) 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) hereof; or (ii) have had a Leverage Ratio lower than the first paragraph actual Leverage Ratio for the Company for such four-quarter period; and (5) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that all conditions precedent have been complied with. (ib) The Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance conveyance, or other disposition of assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to (1) any merger or consolidation of the Company with or into one of its Restricted Subsidiaries; (ii) Subsidiaries for any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv2) a merger between the Company and a newly-created with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or such Person, including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4iv) the Company delivers an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Restricted Subsidiarywhich properties and assets, or the other Person formed if held by or surviving any such consolidation or merger (if other than the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a Restricted Subsidiary)consolidated basis, or shall be deemed to which such be the sale, lease, conveyance, assignment, transfer, conveyance transfer or other disposition has been made willof all or substantially all of the properties and assets of the Company. (c) For avoidance of doubt, on it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company and its Subsidiaries that, in the aggregate accounted for no more than two-thirds of the Company’s aggregate EBITDA during the four most recent consecutive fiscal quarters prior to the date of such transaction after giving pro forma effect thereto and any related financing transactions sale, transfer or disposition for which financial statements are available (as if specified in an Officers’ Certificate delivered to the same had occurred at the beginning Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the applicable four-quarter period, be permitted to incur at least $1.00 properties and assets of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofCompany. (id) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clause (iii) of Section 5.01(a) shall not apply to (A) a sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries; properties and assets to the Company or to another Subsidiary (ii) any merger provided, that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of a Restricted Subsidiary into all or part of its properties and assets solely to the Company or another Restricted Subsidiary; Guarantor) or (iiiC) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created merging with an Affiliate incorporated solely for the purpose and with the sole effect of reincorporating the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (a) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (b) sell, assign, conveylease, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to a supplemental indenture and any other required agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default existshas occurred and is continuing; and (4iv) either (A) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has shall have been made made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. , or (iB) the Fixed Charge Coverage Ratio of such surviving Person is not less than the Fixed Charge Coverage Ratio immediately prior to such transaction. This Section 5.01 shall not apply to (w) any of the Transactions, (x) a merger, consolidation, sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into or (y) transfers of accounts receivable and related assets of the type specified in the definition of "Qualified Receivables Transaction" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction. Notwithstanding the foregoing clause (iv), the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created may merge with an Affiliate incorporated solely or organized either (A) for the purpose of reincorporating or reorganizing the Company in another state jurisdiction or (B) to realize tax benefits without complying with the foregoing clause (iv) provided, that, at the time of the United Statesand after giving effect to such transaction, no Default or Event of Default shall have occurred or be continuing or would result from such merger.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactionsindirectly, consolidate with or merge with or into any other another Person (whether or not the Company is the surviving Person) or sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and or assets to any Person in one or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary is the surviving corporationPerson; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation an entity organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; provided that, if such entity is not a corporation, a co-obligor of the Notes is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by supplemental indenture and joinders all the obligations of the Company under the Notes and the this Indenture pursuant to agreements reasonably in form satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted SubsidiaryCompany shall deliver, or cause to be delivered, to the other Person formed by Trustee, in form satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction or surviving any series of transactions and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such consolidation transaction or merger series of transactions have been satisfied. (if other than the Company or a Restricted Subsidiary), or to which such b) The sale, assignment, transfer, lease, conveyance or other disposition has been made willof all or substantially all of the properties or assets of one or more Subsidiaries of the Company, on which properties or assets, if held by the date Company instead of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning Subsidiaries, would constitute all or substantially all of the applicable four-quarter periodproperties or assets of the Company on a consolidated basis, shall be permitted deemed to incur at least $1.00 be the transfer of additional Indebtedness pursuant to all or substantially all of the Fixed Charge Coverage Ratio test set forth in properties or assets of the first paragraph of Section 4.09 hereofCompany. (ic) Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in this Section 5.01, the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as applicable, under this Indenture and the Notes with the same effect as if such surviving entity had been named as the Company or the Guarantor, as applicable, of the Notes; and when a surviving entity duly assumes all of the obligations and covenants of the Company or the Guarantor, as applicable, pursuant to this Indenture, the Notes and the Subsidiary Guarantee, the Company or the Guarantor, as applicable, or any other predecessor Person shall be relieved of such obligations. (d) Section 5.01(a) will not apply to any sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and or any of its Restricted Consolidated Subsidiaries; . Clause (ii3) of Section 5.01(a) will not apply to (1) any merger or consolidation of a Restricted Subsidiary into the Company or a Guarantor with or into another Restricted Subsidiary; Guarantor for any purpose or (iii2) any the merger of the Company or a Guarantor with or into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created an Affiliate incorporated solely for the purpose of reincorporating the Company or such Guarantor, as the case may be, in another jurisdiction under the laws of the United States, any state of the United StatesStates or the District of Columbia so long as the amount of Indebtedness of the Company and its Consolidated Subsidiaries is not increased thereby.

Merger, Consolidation or Sale of Assets. (A) The Company shall not, in a single transaction or a series of related transactions, : (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving Person); or (2) directly or indirectly, sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its the Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (a) either: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporationPerson; or or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a corporation an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3c) immediately after such transaction transaction, no Default or Event of Default exists; and; (4d) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (ii) have had a Fixed Charge Coverage Ratio greater than the first paragraph actual Fixed Charge Coverage Ratio for such four-quarter period; and (e) the Company shall have delivered to the trustee an Officers’ Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (iB) a Neither of the Subsidiary Issuers will consolidate or merge with or into another Person (whether or not such Subsidiary Issuer is the surviving Person) unless: (a) either: (1) such Subsidiary Issuer is the surviving Person; or (2) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Issuer) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, Luxembourg, Ireland or Canada; and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under any such laws; (b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Subsidiary Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (c) immediately after such transaction, no Default or Event of Default exists. Section 5.01 (A) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Issuers and any of its the Restricted Subsidiaries; (ii. Sections 5.01(A)(c) and 5.01(A)(d) will not apply to any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger consolidation of the Company (1) with or into a wholly-owned one of the Restricted Subsidiary created Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of holding the Equity Interests reorganizing such Subsidiary Issuer in another jurisdiction. Section 5.01(B) will not apply to any merger or consolidation of any Subsidiary Issuer (1) with or into one of the Company; Restricted Subsidiaries for any purpose so long as the surviving Person becomes a primary obligor of the Notes or (iv2) a merger between the Company and a newly-created with or into an Affiliate incorporated solely for the purpose of reincorporating the Company such Issuer in another jurisdiction so long as the surviving Person becomes a primary obligor of the Notes; provided that if such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under the laws of the United States, any state of the United StatesStates or District of Columbia, Luxembourg, Canada or Ireland. The Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary Issuer, as the case may be) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made will be the successor to the Company or such Subsidiary Issuer, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Issuer, as the case may be, under this Indenture, and the Company or such Subsidiary Issuer, as the case may be, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

Merger, Consolidation or Sale of Assets. The (a) In the event that the Company shall notbe a party to any transaction (including without limitation (i) any recapitalization or reclassification of the Common Stock (other than a change in par value, in or from par value to no par value, or from no par value to par value, or as a single transaction result of a subdivision or a series combination of related transactionsthe Common Stock), consolidate with (ii) any consolidation or merge merger of the Company with or into another person or any merger of another person into the Company (other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would than a merger that does not result in an assignmenta reclassification, conveyanceconversion, transferexchange or cancellation of outstanding shares of Common Stock), lease (iii) any sale or disposition transfer of all or substantially all of the properties and assets of the Company or (iv) any compulsory share exchange pursuant to which either shares of Common Stock shall be converted into the right to receive other securities, cash or other property, or, in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be entitled to receive other securities, cash or other property, then appropriate 22 24 provision shall be made as part of the terms of such transaction whereby the Holder of each Convertible Debenture then outstanding shall have the right thereafter to convert such Convertible Debenture only into: (i) in the case of any such transaction that does not constitute a Common Stock Fundamental Change and its Restricted Subsidiaries taken as a whole subject to any other Person or group of affiliated Persons, unless funds being legally available for such purpose under applicable law at the time of such conversion, the kind and amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock issuable upon conversion of such Convertible Debenture immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after giving effect thereto: effect, in the case of any Non-Stock Fundamental Change (1as defined below), to any adjustment in the Conversion Price in accordance with clause (i) either: of subsection (ac) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default existsthis Section; and (4ii) in the Companycase of any such transaction that constitutes a Common Stock Fundamental Change, common stock of the Restricted Subsidiary, or the other Person kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined in accordance with clause (ii) of subsection (c) of this Section. (b) The company formed by or surviving any such consolidation or resulting from such merger or that acquired such assets or that acquires the Company's shares, as the case may be, shall enter into a supplemental indenture with the Trustee, satisfactory in form to the Trustee and executed and delivered to the Trustee, the provisions of which shall establish such right. Such supplemental indenture shall provide for adjustments that, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions shall similarly apply to successive transactions of the foregoing type. (c) Notwithstanding any other provision of this Section to the contrary, if any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Convertible Debentures immediately following such Non-Stock Fundamental Change shall be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other than prior adjustments effected pursuant to Section 6.03, and (B) the Company or product of the greater of the Applicable Price and the then applicable Reference Market Price and a Restricted Subsidiary)fraction, or to the numerator of which such sale, assignment, transfer, conveyance or other disposition has been made will, on is $50 and the denominator of which is (x) the amount of the Optional Redemption Price set forth in Section 3.02 for $50 in principal amount of Convertible Debentures if the redemption date were the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable fourNon-quarter periodStock Fundamental Change (or, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose twelve-month periods commencing December 1, 1997 and December 1, 1998 and the period beginning December 1, 1999 and ending December 5, 2000, the product of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.107%,

Merger, Consolidation or Sale of Assets. The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into, or, directly or into any other Person or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) OI Group or such Restricted Subsidiary, as the Company or any Restricted Subsidiary case may be, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company OI Group or any such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is (a) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (b) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company OI Group or any such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes and the this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, OI Group or the other Person Successor Company formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryOI Group), or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made willmade, on the date of shall have, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodtransaction, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the a Fixed Charge Coverage Ratio test set forth in the first paragraph of equal to or greater than such ratio for OI Group immediately prior to such transaction. This Section 4.09 hereof. 5.01 shall not apply to (i) a merger or consolidation of OI Group, the Company or any of the Guarantors with or into any other of the Company, OI Group or any of the Guarantors or the sale, assignment, conveyance, transfer, conveyance lease or other disposition of assets between or among the Company Company, OI Group and any of the Guarantors and, (ii) a merger or consolidation of any Foreign Subsidiary with or into OI Group or any of its Restricted Subsidiaries; (ii) Subsidiaries or the sale, assignment, conveyance, transfer, lease or other disposition of assets from any merger Foreign Subsidiary to OI Group or any of a its Restricted Subsidiary into the Company or another Restricted Subsidiary; Subsidiaries and (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesSpecified Modernization Transaction.

Merger, Consolidation or Sale of Assets. The Neither the Company shall not, in a single transaction or a series of related transactions, nor any Guarantor will consolidate with or merge with or into any other Person (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person in one or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other another Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (ai) the Company or any Restricted Subsidiary such Guarantor, as the case may be, is the surviving corporationcorporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; or (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarya Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized assumes all the obligations of the Company or existing such Guarantor, as the case may be, under the laws Notes or such Guarantor's Guarantee thereof and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) except in the case of a merger of the United States, any state Company or such Guarantor with or into another Guarantor or a Wholly Owned Restricted Subsidiary of the United States Company, or a merger of a Guarantor with or into another Person in connection with a Permitted Investment in such Person, the District of Columbia; (2) Company or the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transferlease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; shall have been made (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.A)

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall Borrower will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Borrower is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company Borrower and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person; unless, unless at the time and after giving effect theretosubject to Section 9.22: (1i) either: either (aA) the Company or any Restricted Subsidiary Borrower is the surviving corporation; corporation or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Borrower under the Notes and the Indenture Loan Documents pursuant to joinder agreements or other documents and agreements reasonably satisfactory to the TrusteeAdministrative Agent; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4A) the Company, the Restricted Subsidiary, Borrower or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryBorrower), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and 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 provisions of Section 4.09 hereof6.01(a) or (B) the Fixed Charge Coverage Ratio of the Borrower or the Person formed by or surviving any such consolidation or merger (if other than the Borrower) is greater after giving pro forma effect to such consolidation or merger and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period than the Borrower’s actual Fixed Charge Coverage Ratio for the period. (b) In addition, the Borrower shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (c) This Section 6.08 shall not apply to (i) a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction or forming a direct holding company of the Borrower; and (ii) any sale, transfer, assignment, transferconveyance, conveyance lease or other disposition of assets between or among the Company Borrower and any of its Restricted Subsidiaries, including by way of merger or consolidation. (d) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the provisions of, Sections 6.08(a) through and including 6.08(d), the successor corporation formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement and the other Loan Documents referring to the “Borrower” shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement and the other Loan Documents with the same effect as if such successor Person had been named as the Borrower herein; (ii) any merger provided, however, that the predecessor Borrower shall not be relieved from its payment obligations hereunder except in the case of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger sale of all of the Company into Borrower’s assets in a wholly-owned Restricted Subsidiary created for transaction that is subject to, and that complies with the purpose of holding the Equity Interests of the Company; or (ivprovisions of, Section 6.08(a) a merger between the Company through and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesincluding 6.08(d).

Merger, Consolidation or Sale of Assets. The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoanother Person; unless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporationcorporation in any such consolidation or merger; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of the Company or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) if such transaction involves the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) 4.09. In addition, neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) Subsidiaries or to the merger or consolidation of any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is is, in the case of the Company, a corporation or limited liability company organized or existing under the laws of any member state of the European Union, the United States, any state of the United States or the District of Columbia; Columbia (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or such Person, including the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made made, as the case may be, being herein called the “Successor Company”), provided, that at any time the Successor Company is a limited liability company, there shall be a co-issuer of the Notes that is a corporation that satisfies the requirements of this Section 5.01(a); (ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements a supplemental indenture reasonably satisfactory to the Trustee; (3iii) immediately after such transaction transaction, no Default or Event of Default exists; and (4iv) the Company delivers an Officers' Certificate and Opinion of Counsel stating that such transaction complies with this Indenture and, if applicable, all conditions precedent in this Indenture to the execution of the supplemental indenture have been satisfied. The foregoing provision shall also apply to any Guarantor. (b) For purposes of this Article 5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Restricted Subsidiarywhich properties and assets, or the other Person formed if held by or surviving any such consolidation or merger (if other than the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a Restricted Subsidiary)consolidated basis, or shall be deemed to which such be the sale, lease, conveyance, assignment, transfer, conveyance transfer or other disposition has been made willof all or substantially all of the properties and assets of the Company. (c) For avoidance of doubt, on it is agreed that, for all purposes under this Indenture, a sale, transfer or disposition of the properties or assets of the Company and its Subsidiaries that, in the aggregate accounted for no more than two-thirds of the Company's aggregate EBITDA during the four most recent consecutive fiscal quarters prior to the date of such transaction after giving pro forma effect thereto and any related financing transactions sale, transfer or disposition for which financial statements are available (as if specified in an Officers' Certificate delivered to the same had occurred at the beginning Trustee), shall be deemed not to be a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the applicable four-quarter period, be permitted to incur at least $1.00 properties and assets of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofCompany. (id) The predecessor company shall be released from its obligations under this Indenture and the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor shall not be so released. (e) Notwithstanding the foregoing, clause (iii) of Section 5.01(a) shall not apply to (A) a sale, assignment, transfer, conveyance conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, (B) any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its Restricted Subsidiaries; properties and assets to the Company or to another Subsidiary (ii) any merger provided, that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of a Restricted Subsidiary into all or part of its properties and assets solely to the Company or another Restricted Subsidiary; Guarantor) or (iiiC) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created merging with an Affiliate incorporated solely for the purpose and with the sole effect of reincorporating the Company in another state of the United Statesjurisdiction.

Merger, Consolidation or Sale of Assets. The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into or, directly or into any other Person or sellindirectly, assign, convey, transfer, lease or otherwise dispose of Transfer all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition a Transfer of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) OI Group or such Restricted Subsidiary, as the Company or any Restricted Subsidiary case may be, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company OI Group or any such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made is (i) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company OI Group or any such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has Transfer shall have been made assumes by supplemental indenture executed by the Successor Company or Person, as the case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trusteethis Indenture; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, OI Group or the other Person Successor Company formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryOI Group), or the Person to which such saleTransfer shall have been made, assignment, transfer, conveyance delivers or other disposition has been made will, on causes to be delivered to the date Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such transaction after giving pro forma effect or series of transactions and the supplemental indenture in respect thereto comply with the Indenture and any related financing transactions as if that all conditions precedent provided for in the same had occurred at Indenture relating to such transaction and the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant supplemental indenture have been complied with. This Section 5.01 shall not apply (other than with respect to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. Company) to (i) a salemerger or consolidation of any Restricted Subsidiary of OI Group into OI Group, assignment, transfer, conveyance a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other disposition Restricted Subsidiary of OI Group or the Transfer of assets between or among the Company any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries; Subsidiaries so long as all assets of OI Group and its Restricted Subsidiaries immediately prior to such transaction (ii) any merger other than Capital Stock of a Restricted Subsidiary into the Company or another such Restricted Subsidiary; ) are owned by OI Group (iii) if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any merger other Restricted Subsidiaries of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company OI Group in another state of the United Statesexistence immediately prior to such transaction.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1i) either: (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3iii) immediately after such transaction no Default or Event of Default exists; and; (4iv) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (v) the first paragraph Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made will have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Section 4.09 hereofCounsel, each stating that such consolidation, merger, sale, assignment, lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. (ib) Clause (iv) of this Section 5.01 will not apply to: (a) a sale, assignment, transfer, conveyance transfer or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries; Subsidiaries or (iib) any merger or consolidation of a Wholly Owned Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, may not consolidate with or merge with or into any other Person (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, or permit any of its Restricted Subsidiaries Person to enter consolidate with or merge into any such transaction the Company or transactions if such transaction sell, convey, transfer or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the its properties and assets of to the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated PersonsCompany, unless at the time and after giving effect theretounless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; corporation or (b) the Person entity or the person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United States, any state of the United States thereof or the District of Columbia; (2b) the Person entity or person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or assumes all the Person Obligations of the Company, pursuant to which a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (c) such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes of all or substantially all of the Company's properties or assets shall be as an entirety or virtually as an entirety to one Person and such Person shall have assumed all the obligations Obligations of the Company under the Notes and the Indenture Company, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and the Indenture; (3d) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction) no Default or Event of Default exists; and (4e) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)such person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of each stating that such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at supplemental indenture comply with 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 Indenture and that all conditions precedent in the first paragraph of Section 4.09 hereofIndenture relating to such transaction have been satisfied. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall Issuer will not, in a single transaction directly or a series of related transactions, indirectly: (i) consolidate with or merge with or into any other Person another Person; or (ii) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its the Issuer’s properties and or assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in (determined on a consolidated basis for the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company Issuer and its Restricted Subsidiaries taken as a whole Subsidiaries) in one or more related transactions to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: : (aA) the Company or any Restricted Subsidiary Issuer is the surviving corporationentity; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation 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; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryIssuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company Issuer, as the case may be, under the Notes Notes, this Indenture, the Security Documents and the Indenture Intercreditor Agreement pursuant to agreements reasonably satisfactory to the TrusteeTrustee and the Collateral Agent and shall cause (i) such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by the Issuer, together with such financing statements or other comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions and (ii) the property and assets of the Person which is merged or consolidated with or into the successor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, to be treated as after-acquired property and the successor 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 manner and to the extent provided in the Security Documents and this Indenture, in each case in a form reasonably satisfactory to the Trustee and the Collateral Agent; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) (a) the Company, the Restricted Subsidiary, Issuer or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryIssuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made willwould, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, 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 4.07(a) hereof. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.or

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (a1) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (A) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (B) assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to a supplemental indenture or such other agreements reasonably satisfactory to the Trustee; (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; and; (4iii) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-four quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); (iv) each Guarantor, unless such Guarantor is the first paragraph Person with which the Company has entered into a transaction under this Section 5.01, shall have by a supplemental indenture confirmed its obligations under the Notes and this Indenture; and (v) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (iii) above) and an Opinion of Section 4.09 hereofCounsel stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with. (ib) a In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Section 5.01(a)(iii) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; . (iic) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; Section 5.01(a)(ii), (iii) and (v) above will not apply to any merger merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries if, in the good faith determination of the Company into a wholly-owned Restricted Subsidiary created for the purpose Board of holding the Equity Interests Directors of the Company; or (iv) a merger between , the Company and a newly-created Affiliate incorporated solely for the sole purpose of reincorporating the transaction is to reincorporate the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall will not, in a single transaction directly or a series of related transactionsindirectly: (1) consolidate, consolidate with amalgamate or merge with or into any other another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Personsassets, in one or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or more related transactions, in the aggregateto another Person, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person (the “Successor Company”) formed by or surviving any such consolidation consolidation, amalgamation or merger or resulting from such conversion (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation conversion, consolidation, amalgamation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, this Indenture and the Indenture Registration Rights Agreement pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has been made willmade: (i) would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; (ii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.3.3(a); or (iiii) would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio that is not less than the Fixed Charged Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets between of one or among more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Special Interest, if any, on, the Notes. Notwithstanding the preceding clause (4) of this Section 4.1, (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its Restricted Subsidiaries; properties and assets to the Company, (iiy) any merger of the Company may merge into a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state jurisdiction and (z) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of the United Statesits properties and assets to another Restricted Subsidiary.

Merger, Consolidation or Sale of Assets. The Company shall notSECTION 4.1. When the Issuer, in a single transaction Parent Guarantor and the Guarantors May Merge or a series Otherwise Dispose of related transactionsAssets. (a) Neither Parent Guarantor nor the Issuer may consolidate, consolidate with merge or merge amalgamate with or into any other Person or wind up into (whether or not Parent Guarantor or the Issuer is the surviving Person), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company merger, amalgamation or consolidation of the Issuer into Parent Guarantor or any Restricted Subsidiary) other Guarantor or of Parent Guarantor into the Issuer or any other Guarantor); provided that to which the extent the Issuer merges into Parent Guarantor or any other Guarantor, after such salemerger, assignment, transfer, conveyance or other disposition has been made an entity that is a corporation organized or existing under the laws of the United States, any state of the United States or territory thereof or the District of Columbia;Columbia shall become an obligor of the Notes) unless: (2i) Parent Guarantor or the Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation consolidation, merger, amalgamation or merger winding up (if other than the Company or any Restricted Subsidiary) Parent Guarantor or the Person to which such saleIssuer, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3as applicable) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has will have been made willis a corporation, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or any member of the European Union (as it is constituted on the date Issue Date) (Parent Guarantor, the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes is organized or existing under such laws; (ii) the Successor Company (if other than Parent Guarantor or the Issuer) expressly assumes all the obligations of Parent Guarantor or the Issuer, as applicable, under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect thereto and any related financing transactions to such transaction, as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either: (1) Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) would be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to as Ratio Debt; or (2) the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.for Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) and its Restricted Subsidiaries would be equal to or greater than such ratio for Parent Guarantor and its Restricted Subsidiaries immediately prior to such transaction; (iv) a saleeach Guarantor, assignmentunless it is the other party to the transactions described above shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s Obligations under this Indenture and the Notes; and (vi) Parent Guarantor or the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company (if other than Parent Guarantor or the Issuer) will succeed to, and be substituted for, Parent Guarantor or the Issuer, as the case may be, under this Indenture and the Notes, and (if the Successor Company is other than Parent Guarantor or the Issuer) the Issuer or Parent Guarantor, as applicable, will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv), (a) Parent Guarantor or the Issuer may consolidate or amalgamate with, merge into or sell, assign, transfer, conveyance lease, convey or other disposition otherwise dispose of assets between all or among the Company and any part of its Restricted Subsidiaries; properties and assets to the Issuer or any Guarantor, (iib) any merger Parent Guarantor or the Issuer may merge, consolidate or amalgamate with an Affiliate of a Restricted Subsidiary into Parent Guarantor or the Company Issuer, as the case may be, incorporated or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated organized solely for the purpose of reincorporating or reorganizing Parent Guarantor or the Company Issuer in another state of the United States, the District of Columbia or any territory of the United States or any member of the European Union (as it is constituted on the Issue Date), so long as the principal amount of Indebtedness of Parent Guarantor and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) Parent Guarantor or the Issuer, as the case may be, may convert into a corporation, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of Parent Guarantor or the Issuer, as the case may be, or the laws of the United States, any state or territory thereof or the District of Columbia; provided that, in the case of each of clauses (a), (b) or (c), if the resulting entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes remains in existence or is organized or existing under such laws, (d) the Issuer or any Guarantor may change its name and (e) any Restricted Subsidiary may merge, amalgamate or consolidate with Parent Guarantor or the Issuer; provided that Parent Guarantor or the Issuer is the Successor Company in such merger, amalgamation or consolidation. (b) Subject to Section 10.2, each Guarantor will not, and Parent Guarantor will not permit any Guarantor to, consolidate, merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or, in the case of a Guarantor organized or existing under the laws or any other jurisdiction, the laws of such jurisdiction or any member of the European Union (as it is constituted on the Issue Date) (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (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 4.10 hereof, or (ii) have a Fixed Charge Coverage Ratio that exceeds the Company's Fixed Charge Coverage Ratio immediately prior to such transaction and any related financing transactions. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person Person, or sell, assign, conveytransfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (1) either: (A) the Company shall be the surviving or continuing corporation; or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and (ii) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, interest and Liquidated Damages, if any, on all of the Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (4) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the provisions of Section 5.01(a) hereof, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of its the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in be the aggregate, would result in an assignment, conveyance, transfer, lease or disposition transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding clauses (1), (2) and (3) of Section 5.01(a) hereof, the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and its Restricted Subsidiaries taken as a whole which was organized solely for the purpose of reorganizing the Company in another jurisdiction. (d) Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with the provisions of Section 4.11 hereof) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Person or group of affiliated Persons, unless at the time and after giving effect theretoGuarantor unless: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person entity formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or to which such sale, assignment, transferlease, conveyance or other disposition has shall have been made is a 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; (2) the Person formed such entity assumes by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes supplemental indenture all of the obligations of the Company under Guarantor on the Notes and the Indenture pursuant to agreements reasonably satisfactory to the TrusteeGuarantee; (3) immediately after giving effect to such transaction transaction, no Default or Event of Default existsshall have occurred and be continuing; and (4) immediately after giving effect to such transaction and the Companyuse of any net proceeds therefrom on a pro forma basis, the Restricted Subsidiary, or Company could satisfy the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph provisions of Section 4.09 5.01(a)(2) hereof. (ie) a sale, assignment, transfer, conveyance Any merger or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger consolidation of a Restricted Subsidiary Guarantor with and into the Company (with the Company being the surviving entity) or another Restricted Subsidiary; (iii) any merger Subsidiary of the Company into that is a wholly-owned Restricted Subsidiary created for Guarantor need only comply with the purpose provisions of holding the Equity Interests Section 5.01(a)(4) hereof. (f) The provisions of this Section 5.01 will not apply to the Company; or (iv) a merger between ’s acquisition of ADVO, Inc. on the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesIssue Date.

Merger, Consolidation or Sale of Assets. The Company shall notSECTION 4.1. When the Issuer, in a single transaction Parent Guarantor and the Guarantors May Merge or a series Otherwise Dispose of related transactionsAssets. (a) Neither Parent Guarantor nor the Issuer may consolidate, consolidate with merge or merge amalgamate with or into any other Person or wind up into (whether or not Parent Guarantor or the Issuer is the surviving Person), or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company merger, amalgamation or consolidation of the Issuer into Parent Guarantor or any Restricted Subsidiary) other Guarantor or of Parent Guarantor into the Issuer or any other Guarantor); provided that to which the extent the Issuer merges into Parent Guarantor or any other Guarantor, after such salemerger, assignment, transfer, conveyance or other disposition has been made an entity that is a corporation organized or existing under the laws of the United States, any state of the United States or territory thereof or the District of Columbia;Columbia shall become an obligor of the Notes) unless: (2i) Parent Guarantor or the Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation consolidation, merger, amalgamation or merger winding up (if other than the Company or any Restricted Subsidiary) Parent Guarantor or the Person to which such saleIssuer, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3as applicable) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, lease, conveyance or other disposition has will have been made willis a corporation, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, or any member of the European Union (as it is constituted on the date Issue Date) (Parent Guarantor, the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes is organized or existing under such laws; (ii) the Successor Company (if other than Parent Guarantor or the Issuer) expressly assumes all the obligations of Parent Guarantor or the Issuer, as applicable, under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect thereto and any related financing transactions to such transaction, as if the same such transaction had occurred at the beginning of the applicable four-quarter period, either: (1) Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) would be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to as Ratio Debt; or (2) the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.for Parent Guarantor (or a Successor Company to Parent Guarantor, if applicable) and its Restricted Subsidiaries would be equal to or greater than such ratio for Parent Guarantor and its Restricted Subsidiaries immediately prior to such transaction; (iv) a saleeach Guarantor, assignmentunless it is the other party to the transactions described above shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s Obligations under this Indenture and the Notes; and (vi) Parent Guarantor or the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company (if other than Parent Guarantor or the Issuer) will succeed to, and be substituted for, Parent Guarantor or the Issuer, as the case may be, under this Indenture and the Notes, and (if the Successor Company is other than Parent Guarantor or the Issuer) the Issuer or Parent Guarantor, as applicable, will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv), (a) Parent Guarantor or the Issuer may consolidate or amalgamate with, merge into or sell, assign, transfer, conveyance lease, convey or other disposition otherwise dispose of assets between all or among the Company and any part of its Restricted Subsidiaries; properties and assets to the Issuer or any Guarantor, (iib) any merger Parent Guarantor or the Issuer may merge, consolidate or amalgamate with an Affiliate of a Restricted Subsidiary into Parent Guarantor or the Company Issuer, as the case may be, incorporated or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated organized solely for the purpose of reincorporating or reorganizing Parent Guarantor or the Company Issuer in another state of the United States, the District of Columbia or any territory of the United States or any member of the European Union (as it is constituted on the Issue Date), so long as the principal amount of Indebtedness of Parent Guarantor and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by this Indenture), (c) Parent Guarantor or the Issuer, as the case may be, may convert into a corporation, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of Parent Guarantor or the Issuer, as the case may be, or the laws of the United States, any state or territory thereof or the District of Columbia; provided that, in the case of each of clauses (a), (b) or (c), if the resulting entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, an obligor of the Notes remains in existence or is organized or existing under such laws, (d) the Issuer or any Guarantor may change its name and, (e) any Restricted Subsidiary may merge, amalgamate or consolidate with Parent Guarantor or the Issuer; provided that Parent Guarantor or the Issuer is the Successor Company in such merger, amalgamation or consolidation. and (f) Parent Guarantor may designate any Guarantor (including any Person that becomes a Guarantor pursuant to Section 3.11(b) of this Indenture) to be “Parent Guarantor” under this Indenture pursuant to a New Parent Guarantor Designation. (b) Subject to Section 10.2, each Guarantor will not, and Parent Guarantor will not permit any Guarantor to, consolidate, merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia or, in the case of a Guarantor organized or existing under the laws or any other jurisdiction, the laws of such jurisdiction or any member of the European Union (as it is constituted on the Issue Date) (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of Assets. The --------------------------------------- Company shall not, and shall not permit any Subsidiary of the Company to, in a single transaction or a series of related transactions, consolidate with or merge with or into any (other Person than the consolidation or merger of a Wholly-Owned Subsidiary of the Company with another Wholly-Owned Subsidiary of the Company or into the Company) (whether or not the Company or such Subsidiary is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole to any other whole) in one or more related transactions to, another corporation, Person or group of affiliated Persons, unless at the time and after giving effect theretoentity unless: (1) either: (a) either (i) the Company, in the case of a transaction involving the Company, or such Subsidiary, in the case of a transaction involving a Subsidiary of the Company, is the surviving corporation or (ii) in the case of a transaction involving the Company or any Restricted Subsidiary is a Guarantor, the surviving corporation; entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a corporation organized or existing under the laws of the United StatesStates of America, any state of the United States thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made Columbia and expressly assumes all the obligations of the Company under the Notes and this Indenture or such Guarantor under the Indenture relevant Note Guarantee and this Indenture, as the case may be, pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; (3b) immediately prior to or after such transaction no Default or Event of Default exists; andshall have occurred and/or be continuing; (4c) in the case of a transaction involving the Company, the Restricted SubsidiaryCompany or, if other than the Company, the entity or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (i) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction, and (ii) will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.; (id) if, as a saleresult of any such transaction, assignment, transfer, conveyance property or other disposition assets of assets between or among the Company or a Guarantor would become subject to a Lien securing Indebtedness not excepted from the provisions of this Indenture described in Section 4.11 hereof, the Company, any such Guarantor or the surviving entity, as the case may be, shall have secured the Notes and any the relevant Note Guarantee, as required by such provisions; and (e) the Company shall have delivered to the Trustee, an Officers' Certificate and, except in the case of its Restricted Subsidiaries; (ii) any a merger of a Restricted Subsidiary of the Company into the Company or another Restricted Subsidiary; into a Wholly-Owned Subsidiary of the Company, an Opinion of Counsel, each stating that such consolidation, merger, conveyance, lease or disposition and any supplemental indenture with respect thereto, comply with all of the terms of this Section 5.01 and that all conditions precedent herein provided relating to such transaction or series of transactions have been complied with. For purposes of the foregoing, the transfer (iiiby lease, assignment, sale or otherwise, in a single transaction or series of transactions) any merger of all or substantially all of the properties or assets of one or more Subsidiaries of the Company into a wholly-owned Restricted Subsidiary created for the purpose Capital Stock of holding which constitutes all or substantially all of the Equity Interests properties and assets of the Company; , shall be deemed to be the transfer of all or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state substantially all of the United Statesproperties and assets of the Company.

Merger, Consolidation or Sale of Assets. The Company OI Group shall not, in a single any transaction or a series of related transactions, merge or consolidate with or merge with into, or, directly or into any other Person or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to to, any Person or group of affiliated Persons, or and OI Group shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in an a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company OI Group and its Restricted Subsidiaries taken as Subsidiaries, on a whole consolidated basis, to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) OI Group or such Restricted Subsidiary, as the Company or any Restricted Subsidiary case may be, is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company OI Group or any such Restricted Subsidiary) (the “Successor Company”) or to which such sale, assignment, transfer, conveyance or other disposition has shall have been made is (a) in the case of a Restricted Subsidiary other than the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (b) in the case of the Company, a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or a corporation organized under the laws of a jurisdiction other than the United States or the District of Columbiaany state thereof; (2) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company OI Group or any such Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made assumes all the obligations of OI Group or such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the Company case may be, under the Notes and the this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, OI Group or the other Person Successor Company formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryOI Group), or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made willmade, on the date of shall have, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodtransaction, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the a Fixed Charge Coverage Ratio test set forth in the first paragraph of equal to or greater than such ratio for OI Group immediately prior to such transaction. This Section 4.09 hereof. 5.01 shall not apply to (i) a merger or consolidation of OI Group, the Company or any of the Guarantors with or into any other of the Company, OI Group or any of the Guarantors or the sale, assignment, conveyance, transfer, conveyance lease or other disposition of assets between or among the Company Company, OI Group and any of the Guarantors and (ii) a merger or consolidation of any Foreign Subsidiary with or into OI Group or any of its Restricted Subsidiaries or the sale, assignment, conveyance, transfer, lease or other disposition of assets from any Foreign Subsidiary to OI Group or any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture and the Indenture Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (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 4.10 hereof, or (ii) have a Fixed Charge Coverage Ratio that exceeds the Company's Fixed Charge Coverage Ratio immediately prior to such transaction and any related financing transactions. (i) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States.

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets (determined on a consolidated basis) to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an the sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretoPersons unless: (i) either: (1) either: the Company shall be the surviving or continuing corporation or (2) the Person formed by or surviving such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is (the “Surviving Entity”) a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the Surviving Entity, if applicable, expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; (iii) immediately after giving pro forma effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall (a) be able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.09 or (b) have a Fixed Charge Coverage Ratio that is greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition; provided, however, that this clause (iii) shall not apply during any Suspension Period; (iv) immediately after giving effect to such transaction or series of transactions and the assumption contemplated by clause (ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt, in each case, incurred or anticipated to be incurred and any Lien granted in connection with or in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (v) the Company or any the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and an Opinion of Counsel stating that the Notes and this Indenture constitute valid and binding obligations of the Company or Surviving Entity, as applicable, subject to customary exceptions. Notwithstanding the foregoing, the merger of the Company with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to clause (iii) of the immediately preceding paragraph. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiary is Subsidiaries of the surviving corporation; Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (b) Each Guarantor will not, and the Company will not cause or permit any Guarantor to, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person other than the Company or any other Guarantor unless: (i) if the Guarantor was a corporation or limited liability company under the laws of the United States, any State thereof or the District of Columbia, the entity formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryGuarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2ii) the Person formed such entity assumes by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes supplemental indenture all of the obligations of the Company Guarantor under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;its Subsidiary Guarantee; and (3iii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; and (4) the Company, the Restricted Subsidiaryshall have occurred and be continuing. The Company shall deliver, or cause to be delivered, to the other Person formed by or surviving any Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation or merger (if other than the Company or a Restricted Subsidiary)consolidation, or to which such merger, sale, conveyance, assignment, transfer, conveyance lease or other disposition has been made willcomplies with the requirements of this Indenture, on and an Opinion of Counsel stating that this Indenture and the date of such transaction after giving pro forma effect thereto Subsidiary Guarantees constitute valid and any related financing transactions as if the same had occurred at the beginning binding obligations of the applicable four-quarter periodGuarantor or surviving entity, be as applicable, subject to customary exceptions. Notwithstanding the foregoing, the requirements of this Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to incur at least $1.00 of additional Indebtedness pursuant to be released from its Subsidiary Guarantee in accordance with the Fixed Charge Coverage Ratio test set forth in the first paragraph provisions of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance 10.02 of this Supplemental Indenture or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger Section 1304 of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesBase Indenture.

Merger, Consolidation or Sale of Assets. The Company Except for the Transactions, the Escrow Merger and the Assumption (each of which is explicitly permitted), the Issuer or, following consummation of the Transactions, the Escrow Merger and the Assumption, the Company, shall not, in a single transaction not consolidate or a series of related transactions, consolidate combine with or merge with or into any other Person or, directly or indirectly, sell, assign, convey, transferlease, lease transfer or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such Persons in a single transaction or transactions if such transaction or through a series of transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect theretounless: (1) either: (a) the Company Issuer or any Restricted Subsidiary the Company, as applicable, shall be the successor or continuing Person or, if the Issuer or the Company, as applicable, is not the successor or continuing Person, the resulting, surviving corporation; or transferee Person (bthe “Surviving Entity”) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation company organized or and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia; (2) Columbia that expressly assumes all of the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) Issuer’s or the Person to which such saleCompany’s obligations, assignmentas applicable, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, the Indenture and the this Fourth Supplemental Indenture pursuant to agreements reasonably satisfactory a supplement hereto executed and delivered to the Trustee; (3b) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default existshas occurred and is continuing; and (4c) the CompanyIssuer, the Restricted Subsidiary, Company or the other Person formed by Surviving Entity shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction or surviving series of transactions and any such supplement hereto complies with the terms of the Indenture and this Fourth Supplemental Indenture. If any consolidation or merger (if other than the Company or a Restricted Subsidiary), or to which such any sale, assignment, transferconveyance, conveyance or other disposition has been made willlease, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (i) a sale, assignment, transfer, conveyance transfer or other disposition of all or substantially all of the Issuer’s or the Company’s assets between occurs in accordance with the terms hereof, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Issuer or among the Company, as applicable under the Indenture and this Fourth Supplemental Indenture with the same effect as if such Surviving Entity had been named as the Company. The Issuer or the Company, as applicable, shall (except in the case of a lease) be discharged from all obligations and covenants under the Indenture and this Fourth Supplemental Indenture and any Notes issued hereunder, and may be liquidated and dissolved. Notwithstanding the foregoing, the Issuer may merge or consolidate with the Parent Guarantor and the Company and may merge or consolidate into or with any of its Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United StatesGuarantor.

Merger, Consolidation or Sale of Assets. The Company shall will not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and or assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1) either: either (aA) the Company or any Restricted Subsidiary is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture other Note Documents to which the Company is a party pursuant to agreements reasonably satisfactory to the Trustee and the Collateral Trustee, as applicable; (3) immediately after such transaction no Default or Event of Default exists; and; (4) except with respect to a transaction solely between the CompanyCompany and a Subsidiary Guarantor, (i) the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.4.09(a) hereof or (ii) such Fixed Charge Coverage Ratio would increase after giving such pro forma effect; (i5) a any Collateral owned by or transferred to 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 of assets between has been made continues to constitute Collateral under the Note Documents, subject to the Parity Liens, except as permitted by this Indenture or among the other Note Documents; and (6) the Company shall have delivered to the Trustee an Officers’ Certificate and any an Opinion of its Restricted Subsidiaries; Counsel, each stating that such consolidation, merger or disposition and such Supplemental Indenture (iiif any) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii) any merger of the Company into a wholly-owned Restricted Subsidiary created comply with this Indenture and that all conditions precedent herein provided for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly-created Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United Statesrelating to such transaction have been complied with.

Merger, Consolidation or Sale of Assets. (a) The Company shall not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate with or merge with or into any other another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, convey, transfer, lease convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole whole, in one or more related transactions, to any other Person or group of affiliated Personsanother Person, unless at the time and after giving effect theretounless: (1i) either: (a1) the Company or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company or any Restricted SubsidiaryCompany) or the Person to which such sale, assignment, transfer, conveyance or other disposition has shall have been made (A) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that, if the Person formed by or surviving such consolidation or merger, or the transferee of such properties or assets, is not a corporation, then there shall be a Restricted Subsidiary of such Person which shall be a corporation organized in the jurisdictions permitted by this Section 5.01(a)(i) and a co-obligor of the Notes), (B) assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory and (C) assumes all of the obligations of the Company under the Collateral Documents (as applicable) and the Intercreditor Agreement and, to the Trusteeextent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to the successor company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (3ii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists; and; (4iii) the Companyimmediately after giving effect to such transaction on a pro forma basis, the Restricted Subsidiary, Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company or a Restricted SubsidiaryCompany), or to which such sale, assignment, transfer, conveyance or other disposition has will have been made willmade, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, shall either (i) be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Consolidated Leverage Ratio test set forth in Section 4.09(a), or (ii) have a Consolidated Leverage Ratio that is less than or equal to than the first paragraph Consolidated Leverage Ratio of Section 4.09 hereofthe Company immediately prior to such transaction; (iv) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have by supplemental indenture or amendment to its Guarantee of the Notes confirmed that such Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and (v) the Collateral owned by or transferred to the Company or the surviving entity, as applicable, shall (a) continue to constitute Collateral under the Indenture and the Collateral 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. (ib) a In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Section 5.01(a)(ii) and (iii) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii. Section 5.01(a)(ii) any merger of a Restricted Subsidiary into the Company or another Restricted Subsidiary; and (iii) shall also not apply to any merger transaction if, in the good faith determination of the Company into a wholly-owned Restricted Subsidiary created for the purpose Board of holding the Equity Interests Directors of the Company; or (iv) a merger between , the Company and a newly-created Affiliate incorporated solely for the sole purpose of reincorporating the transaction is to reincorporate the Company in another state of the United States.