Common use of Restriction on Mergers, Consolidations and Certain Sales of Assets Clause in Contracts

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18. The provisions of this paragraph shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving 69 -61- Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18. The provisions of this paragraph shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose ofof (however effected, including, without limitation, by merger or consolidation)) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its the Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company on the Securities and under the Indenture and the Registration Rights Agreement (or in upon which assumption the case a Restricted Subsidiary is the Surviving Entity, the Company will be discharged of any and all obligations of such Restricted Subsidiary) on the Securities and under this IndentureIndenture and the Registration Rights Agreement); (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.044.04(i); (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which that becomes an obligation of the Company or any of its such Restricted Subsidiaries Subsidiary as a result of such transaction as having been incurred Incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.184.17, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities or its Guarantee, as applicable, as required by Section 4.184.17. The provisions of this paragraph Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, Guarantor is to be released in accordance with the terms of the its Guarantee and this Indenture in connection with any transaction complying with Section 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall not None of the Issuers will consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company Issuers to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's ’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company such Issuer or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "“Surviving Entity"”), is a corporation organized and existing under the laws of the jurisdiction of incorporation of such Issuer or Restricted Subsidiary or the United States, any state thereof or the District of Columbia; (iiii)(a) if there is in the event the consolidation or merger involved an Issuer or all or substantially all of Company’s assets (determined on a Surviving Entityconsolidated basis for the Company and its Restricted Subsidiaries) were sold, assigned, leased, conveyed or otherwise disposed of the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company Issuer or the Surviving EntityIssuers, as the case may be, under Section 7.07 this Indenture and under the indemnity provided for in the sixth paragraph of Section 4.19 of this Indenture (Athe “Trustee Obligations”) shall have a Consolidated Net Worth equal to or greater than (b) in the Consolidated Net Worth event the consolidation or merger involved the Guarantor, the Surviving Entity assumed by supplemental indenture all of the obligations of the Guarantor with respect to the Trustee Obligations; and (iii) the Company immediately prior has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or sale, assignment, lease, conveyance, or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article Five and that all conditions precedent herein provided for relating to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having have been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18complied with. The provisions of this paragraph Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, the 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 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (applicable Guarantor under its Guarantee and this Indenture or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) Issuer on the Securities Notes and under this Indenture, as the case may be; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.044.04 hereof; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred Incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.184.18 hereof, the Company, the Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities Notes as required by Section 4.18said covenant. The provisions of this paragraph shall not apply to (a) the Recapitalization and (b) any merger of a Restricted Subsidiary of the Company (other than the Issuer) with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.05Company.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall will not consolidate with or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate with or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's ’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "‘‘Surviving Entity"’’), is a corporation organized and existing under the laws of the jurisdiction of incorporation of the Company or Restricted Subsidiary or the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity(a) in the event the consolidation or merger involved an Issuer or all or substantially all of Company’s assets were sold, assigned, leased, conveyed or otherwise disposed of the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company Issuer or the Surviving EntityIssuers, as the case may be, under Section 7.07 of this Indenture and under the indemnity provided for in the sixth paragraph of Section 4.19 of this Indenture (Athe ‘‘Trustee Obligations’’) shall have a Consolidated Net Worth equal to or greater than (b) in the Consolidated Net Worth event the consolidation or merger involved the Guarantor or all or substantially all of the Company’s assets were sold, assigned, leased, conveyed or otherwise disposed of, the Surviving Entity assumed by supplemental indenture all of the obligations of the Guarantor with respect to the Trustee Obligations; and (iii) the Company immediately prior has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or sale, assignment, lease, conveyance, or other disposition and such supplemental indenture, complies with this Article Five and that all conditions precedent herein provided for relating to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having have been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18complied with. The provisions of this paragraph Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, the 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 4.05. The provisions of this Section 5.01 shall not be applicable to any of the events contemplated by the Reorganization.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall Borrower will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's Borrower’s assets (determined on a consolidated basis for the Company Borrower and its the Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may beBorrower), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "“Surviving Entity"”), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or Borrower in respect of the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities Loans and under this IndentureAgreement pursuant to documentation reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company Borrower or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.045.02(ii); and (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which that becomes an obligation of the Company Borrower or any of its such Restricted Subsidiaries Subsidiary as a result of such transaction as having been incurred Incurred by the Company Borrower or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18. The provisions of this paragraph Section 5.15 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company Borrower or a Wholly Owned Subsidiary or the release of the Company or any transaction pursuant to which a Guarantor, is to be released Guarantor in accordance with the terms of the its Guarantee and this Indenture Agreement in connection with any transaction complying with Section 4.055.03.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall not None of the Issuers will consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company Issuers to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's ’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company such Issuer or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "“Surviving Entity"”), is a corporation organized and existing under the laws of the jurisdiction of incorporation of such Issuer or Restricted Subsidiary or the United States, any state thereof or the District of Columbia; (iiii)(a) if there is in the event the consolidation or merger involved an Issuer or all or substantially all of the Company’s assets (determined on a Surviving Entityconsolidated basis for the Company and its Restricted Subsidiaries) were sold, assigned, leased, conveyed or otherwise disposed of the Surviving Entity assumes by supplemental indenture all of the obligations of such Issuer or the Company (or in Issuers, as the case a Restricted Subsidiary is the Surviving Entitymay be, the obligations of such Restricted Subsidiary) on the Securities and under this IndentureIndenture or (b) in the event the consolidation or merger involved a Guarantor, the Surviving Entity assumed by supplemental indenture all of the obligations of the Guarantor hereunder; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, either (1) the Company or the Surviving EntityEntity (in the case of any transaction involving an Issuer other than the Company), as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.044.04 or (2) the Consolidated Cash Flow Ratio for the Company or the Surviving Entity (in the case of any transaction involving an Issuer other than the Company), as the case may be, and its Restricted Subsidiaries would be greater than the Consolidated Cash Flow Ratio immediately prior to such transaction; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Default, Event of Default or event shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company an Issuer or a Restricted Subsidiary would become subject to a Lien not excepted from the provisions of Section 4.18, the Companysuch Issuer, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by said Section 4.18; and (vi) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger or sale, assignment, lease, conveyance, or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article Five and that all conditions precedent herein provided for relating to such transaction have been complied with. The provisions of this paragraph Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, the 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 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Neither the Company shall not nor any Subsidiary of the Company will consolidate or merge with or into any Person, or and the Company will not, and will not permit any of its Subsidiaries to, sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's consolidated assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety en- tirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution) to, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation con- solidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"" ), is a corporation organized and existing under the laws of the United States, any state thereof or the District of ColumbiaCo- lumbia; provided, however, that any Subsidiary (other than a Subsidiary that is not, or would not after giving effect thereto be, a Material Subsidiary) may consolidate or merge with a corporation which is not so organized or ex- isting; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations obligations, if any, of the Company (or in such Subsidiary, as the case a Restricted Subsidiary is the Surviving Entitymay be, the obligations of such Restricted Subsidiary) on the Securities or such Guarantor's Guarantee, as the case may be, and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company or the Surviving EntityEntity (in the case of any transac- tion involving the Company or all or substantially all of the Company's con- solidated assets), as the case may be, (A) shall have a Consolidated Net Worth would be at least equal to or greater than the Consolidated Xxxxxxx- dated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04transaction; (iv) immediately before and im- mediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result use of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18. The provisions of this paragraph shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.05.net pro- 63

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from Section 4.18, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18. The provisions of this paragraph shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant to which a Guarantor, is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its the Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may be), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this the Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04; (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or any of its such Restricted Subsidiaries as a result of such transaction as having been incurred Incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from the provisions of Section 4.184.17, the Company, Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.18said covenant. The provisions of this paragraph shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary or the release of the Company or any transaction pursuant to which a Guarantor, is to be released Guarantor in accordance with the terms of the Guarantee and this the Indenture in connection with any transaction complying with the provisions of Section 4.05.

Restriction on Mergers, Consolidations and Certain Sales of Assets. The Company shall will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to consolidate or merge with or into any Person or sell, assign, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its the Restricted Subsidiaries), whether as an entirety or substantially an entirety in one transaction or a series of related transactions, including by way of liquidation or dissolution, to any Person unless, in each such case: (i) the entity formed by or surviving any such consolidation or merger (if other than the Company or such Restricted Subsidiary, as the case may beCompany), or to which such sale, assignment, lease, conveyance or other disposition shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) if there is a Surviving Entity, the Surviving Entity assumes by supplemental indenture all of the obligations of the Company (or in the case a Restricted Subsidiary is the Surviving Entity, the obligations of such Restricted Subsidiary) on the Securities and under this Indenture; (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company or the Surviving Entity, as the case may be, (A) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction and (B) could Incur at least $1.00 of additional Indebtedness pursuant to clause (i) of Section 4.044.04(i); (iv) immediately before and after giving effect to such transaction and treating any Indebtedness which that becomes an obligation of the Company or any of its such Restricted Subsidiaries Subsidiary as a result of such transaction as having been incurred Incurred by the Company or such Restricted Subsidiary, as the case may be, at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (v) if, as a result of any such transaction, property or assets of the Company or a Restricted Subsidiary would become subject to a Lien not excepted from restrictions on Liens set forth in Section 4.184.16, the Company, the Restricted Subsidiary or the Surviving Entity, as the case may be, shall have secured the Securities as required by Section 4.184.16. The provisions of this paragraph Section 5.01 shall not apply to any merger of a Restricted Subsidiary of the Company with or into the Company or a Wholly Owned Subsidiary or the release of the Company or any transaction pursuant to which a Guarantor, is to be released Guarantor in accordance with the terms of the its Guarantee and this Indenture in connection with any transaction complying with Section 4.05.