Common use of Merger, Consolidation or Sale Clause in Contracts

Merger, Consolidation or Sale. of Assets) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not consolidate or merge with or into (whether or not the Issuer is the surviving entity), 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, another Person unless: (a) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, that if the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporation; (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Issuer’s obligations pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee under the Notes and this Indenture; (c) immediately after such transaction, no Default or Event of Default exists; and (d) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (i) will have a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary, and (ii) the Issuer may complete the Transactions. Notwithstanding the foregoing clauses(c) and (d), this Article 5 will not apply to a merger of the Issuer with a Restricted Subsidiary solely for the purpose of reorganizing the Issuer in another jurisdiction of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiary is not increased thereby.

Merger, Consolidation or Sale. Neither the Issuer nor the Guarantor may, in any transaction or series of Assetsrelated transactions, (i) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not consolidate with, or merge with or into into, any other person or (whether or not the Issuer is the surviving entity), or ii) sell, assign, transfer, lease, lease or convey or otherwise dispose of all or substantially all of its properties or assets to any other person, in one or more related transactions toeach case, another Person without the consent of holders of the Notes, unless: (aA) in such transaction or transactions involving the Issuer, the Issuer is shall be the surviving Person continuing person or the Person formed by or surviving any such consolidation or merger successor person (if other than the Issuer Issuer) formed by or resulting from the consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made sold, leased or conveyed (i) is a corporation, limited liability company, partnership or limited liability company other entity organized and existing under the laws of the United States (as defined in Condition 8 below) or any other member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organized and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the jurisdiction of any United States federal court or New York state thereof court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the District Notes, (2) waives, to the fullest extent permitted by law, any objection to the laying of Columbia; providedvenue in any such court or that any such legal action, howeversuit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, that suit or proceeding, and (iii) expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest on, all the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporationNotes and the due and punctual performance of all of the Issuer's other obligations under the Agency Agreement and the Notes; (bB) in such transaction or transactions involving the Person formed by Guarantor, the Guarantor shall be the continuing person or surviving any such consolidation or merger the successor person (if other than the IssuerGuarantor) formed by or resulting from the Person consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made assumes all sold, leased or conveyed (i) is a corporation, limited liability company, partnership or other entity organized and existing under the Issuer’s obligations pursuant to a supplemental indenture laws of the United States or any other member country in form reasonably satisfactory the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organized and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the Trustee jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the Guarantee, (2) waives, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such legal action, suit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, suit or proceeding and (iii) expressly assumes, via a supplement to the Agency Agreement or otherwise, all of the Guarantor's obligations under the Agency Agreement and the Guarantee; (C) immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or the lapse of time or both would become an Event of Default, shall have occurred and be continuing; and (D) the Fiscal Agent shall have received from the Issuer or the Guarantor a certificate of an authorized officer of the Issuer or the Guarantor (or its respective general partner), as applicable, and a written opinion of counsel to the effect that all conditions precedent to such transaction or transactions have been satisfied. Upon any such consolidation, merger, sale, lease or conveyance and upon any such assumption by a successor person, such successor person shall succeed to, and be substituted for, the Issuer or the Guarantor, as applicable, and may exercise every right and power of the Issuer or the Guarantor, as applicable, under the Notes or the Guarantee, as applicable, and the Agency Agreement with the same effect as if such successor person had been named as the Issuer or the Guarantor, as applicable, in the Notes or the Guarantee, as applicable, and the Agency Agreement; and thereafter, except in the case of a lease, the predecessor person shall be released from all obligations and covenants under the Notes and this Indenture; (c) immediately after such transactionthe Guarantee, no Default or Event of Default exists; and (d) as applicable, and the Agency Agreement. The Issuer or the Person formed by or surviving Guarantor, as applicable, shall promptly provide written notice of any such consolidation consolidation, merger, sale, lease or merger conveyance to the Noteholders. For the avoidance of doubt, no notice to, or consent from, the Noteholders shall be required solely with respect to any transfer of the equity interests in the Issuer to another wholly-owned (if other than whether directly or indirectly) Subsidiary (as defined below) of the Issuer) Guarantor or to which such salethe Guarantor, assignment, transfer, lease, conveyance or other disposition will have been made provided that: (i) will have such transfer is not a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties a series of related transactions that would be required to comply with the above terms and assets to the Issuer or another Restricted Subsidiaryrequirements of this Condition 4(1)(e), and (ii) the Issuer may complete Guarantee in respect of the Transactions. Notwithstanding Notes remains fully effective in relation to the foregoing clauses(c) and (d), this Article 5 will not apply to a merger obligations of the Issuer with a Restricted Subsidiary solely for the purpose of reorganizing the Issuer in another jurisdiction respect of the United States so long as Notes and remains valid, binding and enforceable against the amount Guarantor with respect to the Notes, and (iii) immediately after giving effect to such transfer, no Event of Indebtedness Default, and no event which, after notice or the lapse of the Issuer time or both, would become an Event of Default, shall have occurred and the Restricted Subsidiary is not increased therebybe continuing.

Merger, Consolidation or Sale. Neither the Issuer nor the Guarantor may, in any transaction or series of Assetsrelated transactions, (i) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not consolidate with, or merge with or into into, any other person or (whether or not the Issuer is the surviving entity), or ii) sell, assign, transfer, lease, lease or convey or otherwise dispose of all or substantially all of its properties or assets to any other person, in one or more related transactions toeach case, another Person without the consent of holders of the Notes, unless: (aA) in such transaction or transactions involving the Issuer, the Issuer is shall be the surviving Person continuing person or the Person formed by or surviving any such consolidation or merger successor person (if other than the Issuer Issuer) formed by or resulting from the consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made sold, leased or conveyed (i) is a corporation, limited liability company, partnership or limited liability company other entity organized and existing under the laws of the United States (as defined in Condition 8 below) or any other member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organised and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the jurisdiction of any United States federal court or New York state thereof court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the District Notes, (2) waives, to the fullest extent permitted by law, any objection to the laying of Columbia; providedvenue in any such court or that any such legal action, howeversuit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, that suit or proceeding, and (iii) expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest on, all the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporationNotes and the due and punctual performance of all of the Issuer’s other obligations under the Agency Agreement and the Notes; (bB) in such transaction or transactions involving the Person formed by Guarantor, the Guarantor shall be the continuing person or surviving any such consolidation or merger the successor person (if other than the IssuerGuarantor) formed by or resulting from the Person consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made assumes sold, leased or conveyed (i) is a corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States or any other member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organized and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the Guarantee, (2) waives, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such legal action, suit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, suit or proceeding and (iii) expressly assumes, via a supplement to the Agency Agreement or otherwise, all of the IssuerGuarantor’s obligations pursuant under the Agency Agreement and the Guarantee; (C) immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or the lapse of time or both would become an Event of Default, shall have occurred and be continuing; and (D) the Fiscal Agent shall have received from the Issuer or the Guarantor a supplemental indenture in form reasonably satisfactory certificate of an authorized officer of the Issuer or the Guarantor (or its respective general partner), as applicable, and a written opinion of counsel to the Trustee effect that all conditions precedent to such transaction or transactions have been satisfied. Upon any such consolidation, merger, sale, lease or conveyance and upon any such assumption by a successor person, such successor person shall succeed to, and be substituted for, the Issuer or the Guarantor, as applicable, and may exercise every right and power of the Issuer or the Guarantor, as applicable, under the Notes or the Guarantee, as applicable, and the Agency Agreement with the same effect as if such successor person had been named as the Issuer or the Guarantor, as applicable, in the Notes or the Guarantee, as applicable, and the Agency Agreement; and thereafter, except in the case of a lease, the predecessor person shall be released from all obligations and covenants under the Notes and this Indenture; (c) immediately after such transactionthe Guarantee, no Default or Event of Default exists; and (d) as applicable, and the Agency Agreement. The Issuer or the Person formed by or surviving Guarantor, as applicable, shall promptly provide written notice of any such consolidation consolidation, merger, sale, lease or merger conveyance to the Noteholders. For the avoidance of doubt, no notice to, or consent from, the Noteholders shall be required solely with respect to any transfer of the equity interests in the Issuer to another wholly-owned (if other than whether directly or indirectly) Subsidiary (as defined below) of the Issuer) Guarantor or to which such salethe Guarantor, assignment, transfer, lease, conveyance or other disposition will have been made provided that: (i) will have such transfer is not a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties a series of related transactions that would be required to comply with the above terms and assets to the Issuer or another Restricted Subsidiaryrequirements of this Condition 4(2)(e), and (ii) the Issuer may complete Guarantee in respect of the Transactions. Notwithstanding Notes remains fully effective in relation to the foregoing clauses(c) and (d), this Article 5 will not apply to a merger obligations of the Issuer with a Restricted Subsidiary solely for the purpose of reorganizing the Issuer in another jurisdiction respect of the United States so long as Notes and remains valid, binding and enforceable against the amount Guarantor with respect to the Notes, and (iii) immediately after giving effect to such transfer, no Event of Indebtedness Default, and no event which, after notice or the lapse of the Issuer time or both, would become an Event of Default, shall have occurred and the Restricted Subsidiary is not increased therebybe continuing.

Merger, Consolidation or Sale. Neither the Issuer nor the Guarantor may, in any transaction or series of Assetsrelated transactions, (i) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not consolidate with, or merge with or into into, any other person or (whether or not the Issuer is the surviving entity), or ii) sell, assign, transfer, lease, lease or convey or otherwise dispose of all or substantially all of its properties or assets to any other person, in one or more related transactions toeach case, another Person without the consent of holders of the Notes, unless: (aA) in such transaction or transactions involving the Issuer, the Issuer is shall be the surviving Person continuing person or the Person formed by or surviving any such consolidation or merger successor person (if other than the Issuer Issuer) formed by or resulting from the consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made sold, leased or conveyed (i) is a corporation, limited liability company, partnership or limited liability company other entity organized and existing under the laws of the United States (as defined in Condition 8 below) or any other member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organised and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the jurisdiction of any United States federal court or New York state thereof court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the District Notes, (2) waives, to the fullest extent permitted by law, any objection to the laying of Columbia; providedvenue in any such court or that any such legal action, howeversuit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, that suit or proceeding, and (iii) expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest on, all the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporationNotes and the due and punctual performance of all of the Issuer’s other obligations under the Agency Agreement and the Notes; (bB) in such transaction or transactions involving the Person formed by Guarantor, the Guarantor shall be the continuing person or surviving any such consolidation or merger the successor person (if other than the IssuerGuarantor) formed by or resulting from the Person consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition its assets shall have been made assumes sold, leased or conveyed (i) is a corporation, limited liability company, partnership or other entity organized and existing under the laws of the United States or any other member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, (ii) if organized and existing other than under the laws of the United States, irrevocably and unconditionally (1) consents and submits to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan in The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, the Agency Agreement or the Guarantee, (2) waives, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such legal action, suit or proceeding has been brought in an inconvenient forum and (3) appoints an agent in The City of New York for service of process in any such legal action, suit or proceeding and (iii) expressly assumes, via a supplement to the Agency Agreement or otherwise, all of the IssuerGuarantor’s obligations pursuant under the Agency Agreement and the Guarantee; (C) immediately after giving effect to such transaction or transactions, no Event of Default, and no event which, after notice or the lapse of time or both would become an Event of Default, shall have occurred and be continuing; and (D) the Fiscal Agent shall have received from the Issuer or the Guarantor a supplemental indenture in form reasonably satisfactory certificate of an authorized officer of the Issuer or the Guarantor (or its respective general partner), as applicable, and a written opinion of counsel to the Trustee effect that all conditions precedent to such transaction or transactions have been satisfied. Upon any such consolidation, merger, sale, lease or conveyance and upon any such assumption by a successor person, such successor person shall succeed to, and be substituted for, the Issuer or the Guarantor, as applicable, and may exercise every right and power of the Issuer or the Guarantor, as applicable, under the Notes or the Guarantee, as applicable, and the Agency Agreement with the same effect as if such successor person had been named as the Issuer or the Guarantor, as applicable, in the Notes or the Guarantee, as applicable, and the Agency Agreement; and thereafter, except in the case of a lease, the predecessor person shall be released from all obligations and covenants under the Notes and this Indenture; (c) immediately after such transactionthe Guarantee, no Default or Event of Default exists; and (d) as applicable, and the Agency Agreement. The Issuer or the Person formed by or surviving Guarantor, as applicable, shall promptly provide written notice of any such consolidation consolidation, merger, sale, lease or merger conveyance to the Noteholders. For the avoidance of doubt, no notice to, or consent from, the Noteholders shall be required solely with respect to any transfer of the equity interests in the Issuer to another wholly-owned (if other than whether directly or indirectly) Subsidiary (as defined below) of the Issuer) Guarantor or to which such salethe Guarantor, assignment, transfer, lease, conveyance or other disposition will have been made provided that: (i) will have such transfer is not a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties a series of related transactions that would be required to comply with the above terms and assets to the Issuer or another Restricted Subsidiaryrequirements of this Condition 4(1)(e), and (ii) the Issuer may complete Guarantee in respect of the Transactions. Notwithstanding Notes remains fully effective in relation to the foregoing clauses(c) and (d), this Article 5 will not apply to a merger obligations of the Issuer with a Restricted Subsidiary solely for the purpose of reorganizing the Issuer in another jurisdiction respect of the United States so long as Notes and remains valid, binding and enforceable against the amount Guarantor with respect to the Notes, and (iii) immediately after giving effect to such transfer, no Event of Indebtedness Default, and no event which, after notice or the lapse of the Issuer time or both, would become an Event of Default, shall have occurred and the Restricted Subsidiary is not increased therebybe continuing.

Merger, Consolidation or Sale. of Assets) All or Substantially All Assets of the Indenture is hereby deleted in its entirety and replaced with the following: Issuer. (a) The Issuer shall not directly or indirectly consolidate or merge with or into (whether or not the Issuer is the surviving entitycorporation), 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, to another Person unless: (a1) the Issuer is the surviving Person entity or the Person formed by or surviving any such consolidation or merger (if other than the Issuer Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, provided that if such surviving person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person organized under the surviving Person is a limited liability company laws of the United States, any state or limited partnership, such entity shall also form the District of Columbia becomes a co-issuer that is a corporationof the Securities in connection therewith; (b2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Issuer’s obligations of the Issuer under the Securities, this Indenture and any Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee under the Notes and this IndentureTrustee; (c3) immediately after such transaction, transaction no Default or Event of Default exists; and; (d4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) ), or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made (i) will have a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) wouldshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, either (i) be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to Section 4.09(a). the Coverage Ratio Exception or (ii) have a Consolidated Fixed Charge Coverage Ratio at least equal to the Consolidated Fixed Charge Coverage Ratio of the Issuer for such four-quarter reference period; and (5) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture. (b) In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and its Restricted Subsidiaries’ properties or assets in one or more related transactions, to any other Person. (c) Notwithstanding the foregoing, clauses (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary, and (ii) the Issuer may complete the Transactions. Notwithstanding the foregoing clauses(c3) and (d4) (and, in the case of clause (1) below, clause (5), this Article 5 will ) of Section 5.01(a) shall not apply to a to: (1) the consolidation or merger of the Issuer with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Issuer or the transfer of assets to a Restricted Subsidiary of the Issuer or from a Restricted Subsidiary of the Issuer to the Issuer; and (2) any merger or consolidation of the Issuer with an Affiliate formed solely for the purpose of reorganizing reforming the Issuer in another jurisdiction or solely for the purpose of facilitating the formation of a direct or indirect parent of the United States so long as Issuer. (d) For purposes of this Section 5.01, the amount sale, assignment, transfer, conveyance or other disposition (including by way of Indebtedness merger or consolidation) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (e) Upon any consolidation or merger or any transfer (other than a lease) of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, the successor entity formed by such consolidation or into which the Issuer is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Securities and this Indenture with the same effect as if such successor entity had been named in this Indenture as the Issuer, and the Issuer (except in the case of a transfer of less than all of the assets of the Issuer) shall be released from the obligations under the Securities, this Indenture and any Registration Rights Agreement. (f) For the avoidance of doubt, the CD&R Purchase Transaction shall not be considered the sale of all or substantially all of the Issuer’s and its Restricted Subsidiary is not increased therebySubsidiary’s assets for purposes of this Section 5.01.

Merger, Consolidation or Sale. OF ALL OR SUBSTANTIALLY ALL ASSETS. (a) The Company shall not, in a single transaction or series of Assets) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not related transactions, consolidate or merge with or into (whether or not the Issuer Company is the surviving entitycorporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a whole in one or more related transactions totransactions, to another Person unless: unless (ai) the Issuer Company is the surviving Person corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, that if the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporation; (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Issuer’s obligations pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee under the Notes and this Indenture; (c) immediately after such transaction, no Default or Event of Default exists; and (d) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the IssuerCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (i) will have made, is a Consolidated Fixed Charge Coverage Ratio immediately after corporation organized or existing under the transaction (but prior to any purchase accounting adjustments laws of one of the states of the United States or accrual the District of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or Columbia; (ii) wouldthe 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 will have been made assumes all the obligations of the Company, under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after such transaction no Default or Event of Default exists; (iv) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09(a4.12; and (v) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Each Subsidiary Guarantor, if any, unless it is the other party to the transactions described above, shall have confirmed by supplemental indenture that its Subsidiary Guarantee shall apply to such Person's obligations under this Indenture and the Notes. (b) Subject to the provisions of the succeeding sentence relating to sales of Subsidiary Guarantors, the Company shall not permit a Subsidiary Guarantor to consolidate with, or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person other than the Company or another Subsidiary Guarantor whether or not affiliated with such Subsidiary Guarantor, unless (i) subject to the provisions of the following sentence, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Notes, this Indenture and the Subsidiary Guarantees; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Notwithstanding In the event of a sale or other disposition of all or substantially all of the assets of a Subsidiary Guarantor to a third party (in each case, other than to an Affiliate of the Company), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released from and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10. Further, notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary, and (ii) the Issuer may complete the Transactions. Notwithstanding the foregoing clauses(c) and (d), this Article 5 will not apply to a merger of the Issuer Company with a Restricted Subsidiary an Affiliate incorporated solely for the purpose of reorganizing reincorporating the Issuer Company in another jurisdiction of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiary is not increased therebyshall be permitted.

Merger, Consolidation or Sale. of Assets) All or Substantially All Assets of the Indenture is hereby deleted Company or the Guarantors. (a) Neither QCII nor the Company shall, directly or indirectly, in its entirety and replaced with the following: The Issuer shall not a single transaction or a series of related transactions, consolidate or merge with or into any Person (whether other than a merger with a Wholly Owned Restricted Subsidiary solely for the purpose of changing QCII's or not the Issuer is Company's, as the surviving entitycase may be, jurisdiction of incorporation to another State of the United States), or sell, assignlease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of the assets of QCII or QCII and its properties Restricted Subsidiaries (taken as a whole), or assets in one the Company or more related transactions tothe Company and its Restricted Subsidiaries (taken as a whole), another as the case may be, to any Person unless, in either case: (ai) either: (A) QCII or the Issuer is Company, as the case may be, will be the surviving Person or continuing Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been be made (the "Successor") is a corporation, limited partnership or limited liability company corporation organized or and existing under the laws of any State of the United States, any state thereof States of America or the District of Columbia; provided, howeverand the Successor expressly assumes, that if the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporation; (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Issuer’s obligations pursuant to a supplemental indenture in form reasonably and substance satisfactory to the Trustee Trustee, all of the obligations of QCII or the Company, as the case may be, under the Notes (and the QCII Note Guarantee endorsed thereon), this Indenture, the Registration Rights Agreement and the Security Documents to which it is a party; (cii) immediately after and giving effect to such transactiontransaction and the assumption of the obligations as set forth in clause (i)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default existsshall have occurred and be continuing; and (diii) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (i) will have a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior and giving effect to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving and the assumption of the obligations set forth in clause (i)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma effect thereto as if such basis, the Company (or, in the case of a transaction had occurred at involving the beginning of Company in which the applicable four-quarter periodCompany is not the surviving entity, be permitted to the Company's Successor) could incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Notwithstanding the foregoingLeverage Ratio Exception, in the case of a transaction involving the Company, or the QCII Ratio, in the case of a transaction involving QCII. (ib) any Restricted Subsidiary may No Guarantor (other than QCII) will, directly or indirectly, in a single transaction or a series of related transactions, consolidate or merge with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary, and (ii) the Issuer may complete the Transactions. Notwithstanding the foregoing clauses(c) and (d), this Article 5 will not apply to other than a merger of the Issuer with a Wholly Owned Restricted Subsidiary solely for the purpose of reorganizing changing such Guarantor's jurisdiction of incorporation to another State of the Issuer United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of such Guarantor or such Guarantor and the Restricted Subsidiaries of such Guarantor (taken as a whole) unless, in another jurisdiction either case: (i) either: (A) such Guarantor will be the surviving or continuing Person; or (B) the Successor is a corporation organized and existing under the laws of any State of the United States so long of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Notes, this Indenture, the Registration Rights Agreement and the Security Documents to which it is a party; and (ii) immediately after and giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) above and the amount incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing. For purposes of this Section 5.01, any Indebtedness of the Issuer Successor which was not Indebtedness of the Company or the applicable Guarantor, as the case may be, immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (c) The following additional conditions shall apply to each transaction described in paragraphs (a) and (b) above: (1) the Company, such Guarantor or the relevant surviving entity, as applicable, shall cause such amendments 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 Security Documents on the Collateral owned by or Transferred to such Person; (2) the Collateral owned by or Transferred to the Company (except in the case of the last paragraph of this section), such Guarantor or the relevant surviving entity, as applicable, shall (A) continue to constitute Collateral under this Indenture and the Security Documents; (B) be subject to the Lien in favor of the applicable Collateral Agent for the benefit of the Holders; and (C) not be subject to any Lien other than Liens permitted by the Security Documents; (3) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, to the extent that they are assets of the types which would constitute Collateral under the Security Documents, shall be treated as after acquired property and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture or supplemental Security Documents are required in connection with such transaction, such supplemental indenture and Security Documents comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture and Security Documents are enforceable. (d) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of a Person, the Equity Interests of which constitute all or substantially all of the properties and assets of such Person, will be deemed to be the transfer of all or substantially all of the properties and assets of such Person. Upon any consolidation, combination or merger of the Company or a Guarantor, or any transfer of all or substantially all of the assets of the Company or a Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Company or such Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Company or such Guarantor and, except in the case of a conveyance, transfer or lease, the Company or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Company's or such Guarantor's other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable. The foregoing will not prevent (i) the contribution by QCII of all of the outstanding Equity Interests of the Company to a Wholly Owned Restricted Subsidiary of QCII; provided, such Wholly Owned Subsidiary becomes a Guarantor of the Notes to the same extent that QCII guarantees the Notes by execution of a supplemental indenture to this Indenture, and QCII and such Wholly Owned Restricted Subsidiary take all actions necessary under the applicable Security Documents such that all of the outstanding Equity Interests of such Wholly Owned Restricted Subsidiary (and the rights and privileges associated therewith) is not increased therebysubstituted for the Equity Interests of the Company held as QCII Collateral, or (ii) the merger of any Restricted Subsidiary of the Company into the Company or another Restricted Subsidiary of the Company. With respect to any disposition of assets, the phrase "all or substantially all" as used above varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs this Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company.